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Parvis Invest Inc
Symbol PVIS
Shares Issued 35,115,057
Close 2026-08-13 C$ 0.37
Market Cap C$ 12,992,571
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Parvis completes Atlas One acquisition, closes tranche

2026-08-13 18:39 ET - News Release

Mr. David Michaud reports

PARVIS COMPLETES ACQUISITION OF ATLAS ONE AND CLOSES FIRST TRANCHE OF CONVERTIBLE DEBENTURE FINANCING

Parvis Invest Inc. has completed its previously announced acquisition of 100 per cent of the outstanding shares of Atlas One Digital Securities Inc., a registered exempt market dealer operating across Canada, pursuant to the definitive business combination agreement dated July 2, 2026 (the SPA). Concurrently, the company has closed the first tranche of its previously announced non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of $175,000, with proceeds directed to working capital in support of the integration of Atlas One.

Closing of the transaction follows the satisfaction of all closing conditions, including receipt by the company of a non-objection letter from the British Columbia Securities Commission (the BCSC) in respect of the change of ownership of Atlas One as a registered firm under National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations, and receipt of the final acceptance letter from the TSX Venture Exchange.

With the transaction now complete, Atlas One is expected to be amalgamated with Parvis Investment Services Inc., a wholly owned subsidiary of Parvis and the company's registered exempt market dealer, bringing together two of Canada's established private market platforms under a single, fully licensed entity. The combined business unites Atlas One's issuer network and national investor base with Parvis's platform, creating a stronger national marketplace with deeper adviser coverage and expanded distribution reach.

Transaction consideration

In consideration for the transaction, on the closing date of the transaction the company issued to the former shareholders of Atlas One: (i) 4,761,905 common shares of Parvis at a deemed price of 52.5 cents per share (the Tranche 1 shares); and (ii) 2,083,333 common share purchase warrants, with each warrant being exercisable at a price of 70 cents per share for a period of three years from the closing date. In addition, the first anniversary of the closing date, the company, at its sole discretion, will either make a cash payment to the former shareholders of Atlas One equal to $2.5-million or issue them an additional 4,166,667 common shares of Parvis at a deemed price of 60 cents per share (the Tranche 2 securities).

Certain principals of Atlas One (each, a locked up party) have agreed to enter into lock-up agreements with the company, whereby the securities of the company they receive pursuant to the transaction will be subject to restrictions on sale or transfer over a four-year period in accordance with the following release schedule:

  • On the second anniversary of the closing date, each locked up party will be permitted to dispose of up to 25 per cent of the tranche 1 securities they receive as part of the transaction.
  • On the third anniversary of the closing date, each locked up party will be permitted to dispose of up to 100 per cent of the tranche 1 securities they receive as part of the transaction.
  • On the fourth anniversary of the closing date, each locked up party will be permitted to dispose of up to 100 per cent of the tranche 2 securities they receive as part of the transaction.

Millenia Digital Inc., a company beneficially owned by a principal of Atlas One, was issued common shares of Atlas One equivalent to 3 per cent of the transaction value as a finder's fee for the transaction. Pursuant to the transaction, the principal also took part in the share exchange of Atlas One shares in the same manner as all other Atlas One shareholders and could receive up to 267,857 common shares of the company and up to 62,500 warrants of the company.

For full details of the transaction terms, including the consideration, structure, and strategic rationale, please refer to the company's press releases dated May 11, 2026, and July 2, 2026, available under the company's profile on SEDAR+.

First tranche of the concurrent financing

The first tranche of the concurrent financing, announced on May 28, 2026, and amended on June 30, 2026, closed for aggregate gross proceeds of $175,000. The company is issuing debenture units, with each debenture unit consisting of one debenture, the principal of which is convertible into common shares of the company at a conversion price of 55 cents per common share, and such number of common share purchase warrants of the company equal to 100 per cent of the number of common shares issuable upon conversion of the debenture. Each warrant entitles the holder to acquire one additional common share at an exercise price of 65 cents per share for a period of 24 months from the closing of the first tranche.

In connection with the first tranche, the company paid standard commission fees to its advisers, consisting of cash fees representing 6 per cent of the gross proceeds raised from subscribers introduced by such advisers. The company may complete additional tranches up to $3-million. Please refer to the company's press release dated June 30, 2026.

Related party participation

Certain directors of the company subscribed to the concurrent financing on the same terms as all other subscribers. Participation in the first tranche by such insiders constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related parties exceeds 25 per cent of the company's market capitalization.

Management commentary

"completing this acquisition is a milestone for Parvis and for Canada's private investment market," said David Michaud, founder and chief executive officer of Parvis. "With regulatory clearance in hand we move immediately to integration, combining our technology, our people, and our licensed infrastructure into a single national platform for investors and issuers. Closing the first tranche alongside it funds that work. Directors are backing that call with their own capital, on the same terms as every other investor."

"Today marks the beginning of an exciting new chapter," said George Nast, chief executive officer of Atlas One Digital Securities. "As part of Parvis, our investors and issuers gain access to broader product offerings, enhanced compliance capabilities and the scale of a combined national platform."

About Atlas One Digital Securities Inc.

Atlas One Digital Securities is a registered exempt market dealer operating across Canada. Founded in Vancouver in 2020 and granted EMD registration through the CSA Regulatory Sandbox in January, 2021, Atlas One has facilitated over $120-million in capital for more than 40 issuers across real estate, private equity and alternative asset classes. The company provides accredited investors with access to private market investments and supports issuers through a compliant, technology-enabled distribution platform. Following closing of the transaction, Atlas One operates as part of a combined national private markets platform.

About Parvis Invest Inc.

Parvis is a technology-driven investment platform dedicated to expanding access to institutional-quality private market opportunities. Headquartered in Vancouver, Parvis operates across Canada with teams in Toronto, Vancouver and Montreal. The company is listed on the TSX Venture Exchange and (via its subsidiary), is registered as an exempt market dealer under National Instrument 31-103.

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