Kelowna, British Columbia – April 13, 2026 - TheNewswire – Rize Oncology Inc. (the “Company”), a clinical-stage pharmaceutical company focused on developing innovative oncology therapeutics, is pleased to announce the implementation of a warrant incentive program (the “Incentive Program”) designed to encourage the exercise of existing common share purchase warrants of the Company.
The Incentive Program is being implemented with respect to: (i) 25,000,000 common share purchase warrants initially issued on January 6, 2025 (the “January Warrants”), and (ii) 5,000,000 common share purchase warrants initially issued on October 30, 2025 (the “October Warrants”, and together with the January Warrants, the “Warrants”).
Pursuant to the Incentive Program, holders of Warrants that are exercised on or before May 13, 2026 will be entitled: (i) to a discounted exercise price for the Warrants of $0.02/share; and (ii) to receive one (1) common share purchase warrant (an “Incentive Warrant”) for no additional consideration. Each Incentive Warrant will entitle the holder to acquire one (1) common share in the capital of the Company (a “Common Share”) at a price of $0.05/share until December 31, 2028. The Company anticipates issuing all Incentive Warrants to be issued pursuant to the Incentive Program on or about May 20, 2026. A holder may elect to exercise all, none, or a portion of their outstanding Warrants. In the event a holder of exercised Warrants is entitled to a fractional Incentive Warrant, the number of Incentive Warrants will be rounded down to the next whole number of Incentive Warrants.
The January Warrants and October Warrants had original exercise prices of $0.05/share and $0.30/share, respectively. All Warrants exercised pursuant to the Incentive Program on or before May 13, 2026 will have an exercise price of $0.02/share. Any outstanding Warrants remaining unexercised after 4:00 p.m. (Vancouver time) on May 13, 2026, will remain outstanding and continue to be exercisable pursuant to their original terms, including their original exercise prices.
Holders of Warrants who elect to participate in the Incentive Program will be required to deliver the following to the Company on or prior to 4:00 p.m. (Vancouver time) on May 13, 2026:
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a duly completed and executed exercise form, in the form which accompanies the certificate representing the Warrants;
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the original certificate representing the Warrants being exercised;
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an accredited investor certificate, or other evidence satisfactory to the Company that the distribution of the Incentive Warrants to such holder would be exempt from the prospectus requirements; and
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the applicable aggregate exercise price (based on the discounted exercise price of $0.02) payable to the Company by way of certified cheque, money order, bank draft, or wire transfer in immediately available lawful currency of Canada.
The proceeds from the early exercise of the Warrants will be used by the Company for general working capital purposes.
The Common Shares issued on exercise of the outstanding Warrants will not be subject to any hold period. The Incentive Warrants and any Common Shares issuable upon the exercise of the Incentive Warrants will be subject to a hold period expiring four months after the date of distribution of the Incentive Warrants.
Certain insiders of the Company are expected to participate in the Incentive Program and, as a result, the Incentive Program may constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company expects to rely on exemptions from the formal valuation and shareholder approval requirements of MI 61-101 contained in section 5.5(b) and 5.7(1)(e) of MI 61-101 on the basis that no securities of the Company are listed on a specified market and that the Company is in financial hardship.
About Rize Oncology Inc.
Rize Oncology Inc. is a clinical-stage biopharmaceutical company dedicated to the development of STS-201, a small-molecule drug with a unique mechanism of action, currently being evaluated for its potential in treating soft tissue sarcoma and other cancers.
Contact:
416-562-7525
gagejull1@gmail.com
Forward-Looking Statements
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian and United States securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the anticipated timing and completion of the Incentive Program and the use of any proceeds raised under the Incentive Program.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: market uncertainty, the risk that the Company will not use the proceeds of the Incentive Program, if any, as expected by management, and the inability of the Company to raise proceeds pursuant to the Incentive Program.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be able to raise proceeds under the Incentive Program and use the proceeds of the Incentive Program as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
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