22:19:28 EDT Mon 24 Aug 2026
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Global UAV agrees to acquire Nexus Peptide Sciences

2026-08-24 18:58 ET - News Release

Mr. Ron Schmitz reports

GLOBAL UAV ANNOUNCES BUSINESS COMBINATION TRANSACTION WITH NEXUS PEPTIDE SCIENCES INC

Global UAV Technologies Ltd. has entered into a definitive amalgamation agreement with Nexus Peptide Sciences Inc., a private corporation existing under the laws of British Columbia, dated Aug. 24, 2026, and 1604759 B.C. Ltd. (Newco), a private corporation existing under the laws of British Columbia, pursuant to which the company would complete a business combination with Nexus and acquire all of the outstanding securities of Nexus from the securityholders of Nexus by way of three-cornered amalgamation.

About Nexus Peptide Sciences Inc.

Nexus is a private biotechnology company, based in Vancouver, B.C. Nexus is developing peptide formulations and delivery systems intended to improve stability, absorption, and practical use across metabolic health, recovery and longevity applications.

Peptides are short chains of amino acids that act as native signalling molecules, regulating metabolism, repair, immunity and cognition. Nexus's platform is directed at what the company identifies as the principal constraint on peptide adoption -- the molecule itself and the route of delivery, as most peptides degrade rapidly, struggle to cross biological barriers and require injection to remain stable.

Nexus' work spans five areas: molecular optimization (sequence and structural refinement to improve stability, half-life and target selectivity); formulation chemistry (excipient and carrier systems engineered for solubility, shelf-stability and consistent dosing); researching optimal delivery systems (needle-free formats including transdermal patches, oral platforms and absorption-enhanced carriers); quality and verification (manufacturing in approved facilities with batch-level third party analytical testing for identity, purity and contamination); and regulatory alignment (monitoring of United States and international policy to align product positioning with the evolving framework for peptide-based products).

Currently, Nexus has designed a series of D-peptide analogues derived from six bioactive peptide leads. These analogues are currently being prepared, with pharmacokinetic studies planned to identify candidates with improved stability and drug-like properties. Freedom-to-operate analysis is under way, and Nexus has a plan in place, based on expert advice, for the development of intellectual property (IP).

Once Nexus has completed the development and assessment of the potential IP, any necessary patents will then be filed.

Further information regarding Nexus, its business, its programs and its financial position will be included in the listing statement to be prepared in connection with the transaction and filed under the company's profile on SEDAR+.

Summary of the transaction

Pursuant to the terms of the amalgamation agreement, the company has agreed to acquire all of the issued and outstanding common shares of Nexus by way of three-cornered amalgamation whereby Newco and Nexus will amalgamate to form a new entity (Amalco), and Amalco will be a wholly owned subsidiary of the company upon completion of the transaction. At the effective time of the closing, each of the outstanding Nexus shares will be cancelled and, in consideration for such Nexus shares, each respective Nexus shareholder will receive their pro rata portion of an aggregate of 20.5 million common shares in the capital of the company and seven million transferable share purchase warrants of the company. Each warrant is exercisable into one additional share at an exercise price of 10 cents per warrant share for a period of two years following the closing. The company and Nexus negotiated at arm's length and no valuations were obtained.

Immediately prior to the closing, the company has agreed that there will be no more than 33 million shares and 17 million share purchase warrants issued and outstanding, with such warrants to have an exercise price of 10 cents per share. Following completion of the transaction. The company anticipates that there will be a finder's fee in connection with the transaction comprising $100,000 in cash and one million in shares.

The transaction is considered a fundamental change pursuant to the policies of the Canadian Securities Exchange (the CSE), requiring the CSE to review and approve the transaction. The transaction is an arm's-length transaction. The transaction will be completed pursuant to available exemptions under applicable legislation.

Concurrent financing

On or before the closing of the transaction, the company intends on completing an equity financing of a minimum of $3-million and a maximum of $5-million, consisting of a minimum of 7.5 million shares and a maximum of 12.5 million shares at a price of 40 cents per share or such other price as may be agreed upon by the company and Nexus, which price was negotiated at arm's length by the parties. The company may pay finders' fees in connection with such financing. The proceeds of the financing will be used for the development and assessment of IP in regard to the work as discussed above, in addition to marketing, investor relations, general and administrative costs, and general corporate purposes.

Upon completion of the transaction, the company expects to have 54.5 million shares issued and outstanding, not including shares to be issued in the concurrent financing. shareholders of the company prior to completion of the transactions are expected to own approximately 61 per cent of the total issued and outstanding shares after completion of the transaction, not including shares to be issued in the concurrent financing.

Board and management

On closing of the transaction, the board of directors of the combined company (the resulting issuer) will consist of five directors three nominees of Nexus (Dr. Patrick Gunning, Dr. Mark Lindsay and Dr. Mona Ezzat-Velinov) and two continuing directors of the company (Ron Schmitz and Tim Ko). The company anticipates that on closing Chris Cherry will be appointed as chief financial officer. Additional information on the proposed directors, officers and insiders (as defined in the policies of the CSE) of the resulting issuer will be included in subsequent press releases in connection with the transaction.

Dr. Patrick Gunning -- proposed director and chief scientific officer

Dr. Gunning is a professor of Molecular Therapeutics at the University of Glasgow and a professor of chemistry at the University of Toronto, and was previously a Canada Research Chair in Medicinal Chemistry and founder and inaugural director of the Centre for Medicinal Chemistry. He earned his PhD from the University of Glasgow and completed postdoctoral studies at Yale University. He has authored over 140 research publications and is a fellow of the Royal Society of Chemistry; his recognitions include the Boehringer Ingelheim Young Investigator Award, the RSC MedChemcomm Emerging Investigator Lectureship and Canada's Top 40 Under 40. Dr. Gunning has co-founded multiple biotechnology companies, including Janpix Inc., Centessa Pharmaceuticals, Dunad Therapeutics, Dalriada Drug Discovery, HDAX Therapeutics and Carnyx Therapeutics.

Dr. Mark Lindsay -- proposed director

Dr. Lindsay is a doctor of chiropractic and a graduate of Palmer Chiropractic College, with 35 years of experience working with elite athletes, including Super Bowl, Stanley Cup and MLB championship teams, and Olympic and world champions. He is a diplomat of the American Chiropractic Neurology Board and a member of the Ontario and Colorado Chiropractic Associations, and is a PhD candidate in the neuroscience program at Queen's University. He has completed over 3,000 hours of graduate study in neurology through the Carrick Institute for Graduate Studies, is the author of Fascia: Clinical Applications for Health and Human Performance and 10 research publications, and serves as a research fellow at the Steadman Philippon Research Institute in Vail, Colo. He is a co-founder of Carnyx Therapeutics, Kelvin Therapeutics and Entourage AI.

Dr. Mona Ezzat-Velinov -- proposed director

Dr. Ezzat-Velinov is a board-certified family physician with more than 25 years of clinical experience specializing in integrative and functional medicine, and works in longevity medicine. She has provided expertise to health care and technology organizations including Apple, Facebook, One Medical, Human Longevity and Fountain Life, is a frequent conference speaker including at the Buck Institute, and has authored published chapters on integrative wellness and women's longevity. She is a member of the American Academy of Family Physicians, the Institute for Functional Medicine and the Mast Cell Academy.

Christopher Cherry -- proposed chief financial officer

Mr. Cherry has over 20 years of corporate accounting and audit experience and has held senior positions with several public mining companies, including director, chief financial officer and secretary. He is a CPA, having obtained the chartered accountant designation in 2009 and the certified general accountant designation in 2004. He previously held positions with KPMG and Davidson & Co. LLP in Vancouver, auditing junior public companies.

Ron Schmitz -- continuing director, president and chief executive officer

Mr. Schmitz has been a director, chief executive officer and chief financial officer of numerous public companies since 1997, and is an active participant in the junior markets. Mr. Schmitz is also the president of ASI Accounting Services Inc., which has provided administrative, accounting and office services to public and private companies since 1995.

Tim Ko -- continuing director

Mr. Ko is an entrepreneur who has successfully founded and operated businesses in technology and biotech. He has served at both the executive and board level, and has overseen the successful financing, acquisition and operations of businesses in his time within the Canadian public markets.

Closing conditions

Completion of the transaction remains subject to a number of conditions, including satisfactory due diligence, completion of audited financial statements for Nexus, the receipt of all requisite approvals required to consummate the transaction and other conditions customary for transactions of this nature. The amalgamation agreement includes a completion deadline of Sept. 30, 2026. The parties will endeavor to complete the transaction as soon as practicable and intend to complete the transaction prior to the completion deadline. There can be no assurance that the transaction will be completed as proposed or at all. Trading of the company's shares will remain halted in accordance with the policies of the CSE.

Completion of the transaction is subject to a number of conditions, including acceptance of the CSE. There can be no assurance that the transaction will be completed as proposed or at all. Trading in the securities of the company should be considered highly speculative.

The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

We seek Safe Harbor.

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