Cognetivity Neurosciences Ltd. announced a non-brokered private placement of up to 10,344,828 convertible preferred shares of the company at a price of CAD 0.29 per preferred share for aggregate proceeds of up to CAD 3,000,0000.12 on October 7, 2022. Each preferred share is convertible into one common share of the company without any additional consideration. The preferred shares will not be redeemable before the date that is one year from the date of issuance subject to the accelerated redemption date.

On and after the redemption date, the preferred shares will be redeemable in whole or in part, from time to time at the option of the holders of the preferred shares at a price of CAD 0.58 per preferred share for a period of 30 days following the redemption date under the terms and conditions attaching to the preferred shares and in accordance with a certain investor rights agreement that will be entered into between the company and the subscribers. In the event that the company completes an equity financing of at least $15,000,000 (CAD 20,527,950) the redemption date will be accelerated to the date the company completes such equity financing. All securities issued in connection with the private placement will be subject to a statutory hold period in accordance with applicable securities legislation.

Closing of the private placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange.