Cypher Metaverse Inc. (CSE:CODE.X) has announced a non-brokered private placement of up to 10,000,000 subscription receipts at $0.50 per receipt. The proposed Offering is being conducted in connection with, and as a condition to, the previously announced business combination involving Cypher, Noninvasix, Inc. and Cypher Subco Inc.
Cypher stated that the Offering could generate aggregate gross proceeds of up to $5,000,000. The transaction is being pursued under a merger agreement dated December 12, 2025.
Each subscription receipt is intended to convert automatically into one unit of the resulting issuer without additional payment or further action. This conversion is subject to the escrow release conditions being satisfied or waived, to the extent permitted, at or before November 30, 2026.
Each unit would contain one common share of the resulting issuer and one purchase warrant. Each warrant would entitle its holder to acquire one additional resulting issuer share at an exercise price of $0.75 for 24 months.
The gross proceeds are to remain in escrow. Following payment of applicable fees and expenses upon closing of the Transaction, the funds are intended for working capital and general corporate purposes of Noninvasix and the resulting issuer.
Cypher may pay certain finders a cash commission of up to 8.0% of the aggregate gross proceeds received from subscribers they introduce. The company may also issue finder warrants equal to 8.0% of the number of subscription receipts introduced by those finders, with the warrants carrying the same terms as the Offering. These payments and issuances are subject to Canadian Securities Exchange policies and applicable securities laws.
Closing of the Offering is subject to certain customary conditions, including, without limitation, approval of the Canadian Securities Exchange. The securities issued pursuant to the Offering will be subject to a four-month and one-day statutory hold period. The transaction carries further terms, conditions and contingencies not set out in full here.
The securities have not been registered, and will not be registered, under the U.S. Securities Act of 1933 or applicable state securities laws. They may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons unless registration or an applicable exemption is available.
Cypher said the timing and closing of the Offering and the Transaction, the use of proceeds, financing plans, required regulatory and stock exchange approvals, and future business plans constitute forward-looking information. The company cautioned that this information is based on assumptions that may prove incorrect and that its expectations may not be achieved.
Cypher announced a non-brokered private placement of up to 10,000,000 subscription receipts at $0.50 each.
The company stated that aggregate gross proceeds could reach up to $5,000,000.
Each receipt is intended to convert into one unit containing one share and one warrant, subject to escrow release conditions at or before November 30, 2026.
Closing requires customary conditions, including Canadian Securities Exchange approval, and the issued securities will carry a four-month and one-day statutory hold period.
The securities are not registered for sale in the United States and cannot be offered or sold to U.S. persons absent registration or an exemption.
Cypher announced a non-brokered private placement of up to 10,000,000 subscription receipts at a price of $0.50 per Subscription Receipt, for aggregate gross proceeds of up to $5,000,000. The Offering is being carried out in connection with, and as a condition to, the previously announced business combination involving Cypher, Noninvasix, Inc. and Cypher Subco Inc.
Cypher announced the Offering on October 22, 2026.
The Offering is for up to 10,000,000 subscription receipts at $0.50 per Subscription Receipt. Cypher stated that this represents aggregate gross proceeds of up to $5,000,000.
Each Subscription Receipt will automatically convert into one unit of the resulting issuer without payment of additional consideration or further action, subject to the satisfaction or waiver, to the extent permitted, of the escrow release conditions at or before November 30, 2026. Each Unit will consist of one common share of the resulting issuer and one purchase warrant.
Each Warrant will entitle its holder to purchase one additional Resulting Issuer Share at an exercise price of $0.75 for 24 months. The warrants form part of each Unit issued on conversion of the Subscription Receipts.
The gross proceeds will be held in escrow and, after payment of applicable fees and expenses upon closing of the Transaction, will be used for working capital and general corporate purposes of Noninvasix and the Resulting Issuer.
Cypher may pay certain Finders a cash commission of up to 8.0% of the aggregate gross proceeds received from subscribers introduced by those Finders. It may also issue finder warrants equal to 8.0% of the number of Subscription Receipts introduced by the Finders, on the same terms as the Offering, subject to Canadian Securities Exchange policies and applicable securities laws.
Yes. Closing of the Offering is subject to customary conditions, including approval of the Canadian Securities Exchange. The Offering is also described as a condition to the previously announced Transaction, which remains subject to the relevant closing requirements stated in the release.
The securities issued pursuant to the Offering will be subject to a four-month and one-day statutory hold period.
The securities have not and will not be registered under the U.S. Securities Act of 1933 or applicable state securities laws. They may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an exemption from those registration requirements.
The Offering is connected to the previously announced business combination of Cypher, Noninvasix, Inc. and Cypher Subco Inc., which is to be carried out under a merger agreement dated December 12, 2025. The Offering is described as a condition to that Transaction, rather than as a completed transaction.
Cypher's shares trade on the Canadian Securities Exchange under the ticker symbol CSE:CODE.X.
The Offering is expected to proceed subject to its customary conditions, including Canadian Securities Exchange approval, while the escrow release conditions are to be satisfied or waived, to the extent permitted, at or before November 30, 2026. Cypher stated that the timing and closing of the Offering and Transaction are forward-looking matters and cautioned that its expectations may not prove correct.