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BetterLife Pharma Inc. Announces Pricing of US$100 Million Public Offering of Common Shares and Pre-Funded Warrants
August 28, 2026 8:00 AM EDT | Source:
BetterLife Pharma Inc.
AMENDED AND RESTATED PRELIMINARY PROSPECTUS ACCESSIBLE ON SEDAR+
Vancouver, British Columbia--(Newsfile Corp. - August 28, 2026) - BetterLife Pharma Inc.
(CSE: BETR)
("
BetterLife
" or the "
Company
"), a biotechnology company developing treatments for neurological disorders, is pleased to announce today that it has priced its previously announced public offering (the "
Offering
") of common shares of the Company ("
Common Shares
") and/or pre-funded common share purchase warrants of the Company ("
Pre-Funded Warrants
" and, together with the Common Shares, the "
Securities
") in lieu of Common Shares. The Company intends to issue up to 555,000,000 Common Shares at a price of CDN$0.25 per Common Share for aggregate gross proceeds of up to US$100,000,000 (CDN$138,750,000). In lieu of Common Shares, purchasers may elect to purchase Pre-Funded Warrants at a price of CDN$0.24999 per Pre-Funded Warrant. Each Pre-Funded Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share (each, a "
Warrant Share
"). The Pre-Funded Warrants will have a nominal exercise price of $0.00001 per Warrant Share. In respect of the foregoing, the Company will file an amended and restated preliminary short form prospectus (the "
Amended and Restated Preliminary Prospectus
") with securities regulatory authorities.
The Offering is expected to be completed on a commercially reasonable efforts agency basis pursuant to an agency agreement to be entered into between the Company, Bloom Burton Securities Inc. ("
Bloom Burton
") and Haywood Securities Inc. (together with Bloom Burton, the "
Agents
").
The Company has granted the Agents an option (the "
Over-Allotment Option
"), exercisable in whole or in part at any time for a period of 30 days following the Closing Date (as defined below), to offer for sale such number of additional Common Shares and Pre-Funded Warrants, together representing 15% of the number of Common Shares and Pre-Funded Warrants, solely to cover over-allotments, if any.
In connection with the Offering, the Agents will be paid a cash commission equal to 7.0% of the aggregate gross proceeds (including any proceeds raised through the exercise of the Over-Allotment Option). In addition, the Company will issue to the Agents' broker warrants to purchase such number of Common Shares as is equal to 7.0% of the aggregate number of Securities issued pursuant to the Offering (including any Securities issued pursuant to the exercise of the Over-Allotment Option).
The Company intends to use the net proceeds from the Offering to: (i) conduct Phase 1A studies in healthy humans; (ii) conduct Phase 1B clinical trials for cluster headache and migraine in parallel, rather than sequentially; (iii) conduct Phase 2 clinical trials for cluster headache and migraine; and (iv) initiate a post-Phase 2 registration study for cluster headache. The Company also intends to use the net proceeds for working capital and other general corporate purposes.
The Offering is expected to close on or about September 15, 2026 (the "
Closing Date
") or such later date as may be agreed upon by the Company and the Agents. The Offering is subject to the Company and the Agents entering into a definitive agency agreement, and subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals, including approval of the Canadian Securities Exchange ("
CSE
").
The Company has received a waiver from the CSE of the shareholder approval requirements set out in Section 4.6(2)(a)(i)(2) of CSE Policy 4, which would otherwise apply in connection with the level of dilution that may result from completion of the Offering.
In addition, the Securities are anticipated to be offered by way of private placement in certain jurisdictions outside of Canada pursuant to and in compliance with applicable securities laws.
For further details with respect to the Offering, please see the Amended and Restated Preliminary Prospectus, a copy of w