Algernon Health Announces Private Placement

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VANCOUVER, British Columbia, Nov. 06, 2025 (GLOBE NEWSWIRE) — Algernon Health Inc. (the “Company” or “Algernon”) (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF), a Canadian healthcare company, is pleased to announce a non-brokered private placement for gross proceeds of $500,000 (the “Offering”) of units (the “Units”) at an issue price of $0.07 per Unit.

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Each Unit will consist of one Class A common share in the capital of the Company (a “Common Share”) and one-half Common Share purchase warrant (a “Common Warrant”). Each full Common Warrant will entitle the holder to acquire one Common Share (a “Common Warrant Share”) at an exercise price of $0.15 (the “Exercise Price”) per Common Warrant Share for a period of twelve (12) months from the issuance date (the “Issuance Date”), after which on the first anniversary of the Issuance Date (the “First Anniversary”), the Exercise Price will increase to $0.25 per Common Warrant Share for a period of twelve (12) months from the First Anniversary, and on the second anniversary of the Issuance Date (the “Second Anniversary”), the Exercise Price will increase to $0.50 per Common Warrant Share for a period of thirty-six (36) months from the Second Anniversary.

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The Common Warrants are subject to an acceleration of their Exercise Price if prior to the First Anniversary, the Common Shares trade on the Canadian Securities Exchange (the “CSE”) at a price of $0.20 or greater for a period of twenty (20) consecutive trading days. Following thirty (30) days written notice to the Common Warrant holders, the Exercise Price will increase to $0.25 per Common Warrant Share until the date of the Second Anniversary, and on the Second Anniversary, the Exercise Price will increase to $0.50 per Common Warrant Share for a period of thirty-six (36) months form the Second Anniversary per the original terms of the Common Warrants. 

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The Offering is expected to close in tranches on or before November 30, 2025.

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The Company may pay cash finder’s fees and finders warrants to eligible finders, up to eight percent of the proceeds raised and units issued for investors introduced to the Company by the eligible finder.

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The Company will use the proceeds of the Offering to advance its Alzheimer’s Disease (“AD”) program towards the opening of its first U.S. brain-specific neuroimaging clinic, general and administrative expenses, and for working capital purposes.

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The securities issued and issuable, described in this news release, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable Canadian securities legislation.

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The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration.

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Additionally, the Company announces the conversion of 1,268,334 subscription receipts into 1,268,334 Series 1 preferred shares (the “Series 1 Preferred Shares”) and 634,167 Series 1 Preferred Share warrants (the “Preferred Warrants”) pertaining to a private placement of subscription receipts that closed on July 24, 2025. The Company also issued 28,000 finders warrants to purchase Series 1 Preferred Shares to eligible finders in connection with the private placement of the subscription receipts. Additionally, 450,000 Preferred Shares and 450,000 Preferred Warrants were issued pertaining to an acquisition completed on May 22, 2025.