BetterLife Pharma Inc. (CSE: BETR) has announced a full and final settlement of a legal claim filed by director Dr. Steven Sangha, resolving a dispute tied to a $2,000,000 convertible debenture. The settlement, dated November 5, 2026, involves the issuance of shares and warrants to Dr. Sangha alongside standstill and voting agreements designed to protect the company's governance. Alongside the settlement, BetterLife also adopted a formal Advance Notice Policy for director nominations and provided an update on its engagement with investor relations firm LifeSci Advisors.

Key Points

  • BetterLife Pharma Inc. (CSE: BETR | OTCQB: BETRF | FSE: NPAU) is a Vancouver-based biotechnology company developing BETR-001 for chronic cluster headache and chronic migraine.
  • The company settled a Supreme Court of British Columbia civil claim filed by director Dr. Steven Sangha on October 8, 2026, relating to a $2,000,000 convertible debenture.
  • Settlement terms include issuing 33,333,333 common shares and 33,333,333 warrants exercisable at $0.10 per share for three years, plus cash payment of outstanding interest and certain legal costs.
  • Investors may be watching the December 9, 2026 annual general and special meeting, where shareholder ratification of the Advance Notice Policy will be sought.

Terms of the BetterLife–Sangha Settlement Agreement

Under the Settlement Agreement, BetterLife will issue Dr. Sangha 33,333,333 common shares and 33,333,333 share purchase warrants, each exercisable at $0.10 for three years from the settlement's effective date. The company will also pay outstanding interest and certain legal costs in cash. A contractual hold period restricts transfer of the shares on a quarterly release schedule over one year, with accelerated release upon a change of control. Following settlement completion, Dr. Sangha holds or controls 59,843,782 common shares, representing approximately 9.19% of the issued and outstanding common shares.

Standstill and Voting Commitments from Dr. Sangha

As part of the settlement, Dr. Sangha entered into standstill and voting support agreements. He has covenanted not to solicit proxies, make shareholder proposals, nominate board candidates, seek removal of board members, or acquire additional company securities. He has also agreed to vote his shares in line with management's recommendations at the December 9, 2026 meeting. The standstill agreement expires on the earlier of 12 months from the settlement date or two months after Dr. Sangha ceases to be a director, while the voting agreement terminates automatically on February 28, 2027, or upon completion of the meeting.

BetterLife Adopts Advance Notice Policy for Director Nominations

Concurrent with the settlement, BetterLife's board adopted an Advance Notice Policy establishing a clear framework for shareholder nomination of directors. For annual meetings, nominations must be submitted no later than 30 days before the meeting date, or within 10 days of the first public announcement if the meeting is called with less than 50 days' notice. For special meetings, the deadline is 15 days following the first public announcement. The policy is effective immediately and will apply at the December 9, 2026 meeting, subject to shareholder ratification at that meeting.

LifeSci Advisors Engagement and BETR-001 Program Context

BetterLife supplemented its October 27, 2026 announcement confirming that LifeSci Advisors has been engaged to provide investor relations and promotional services. The initial term is expected to end October 19, 2027, with automatic renewal for successive 12-month periods unless either party provides at least 60 days' written notice. BETR-001, the company's lead investigational asset, is a non-hallucinogenic derivative of 2-bromo-lysergic acid diethylamide in development for chronic cluster headache and chronic migraine. BETR-001 has not been approved by any regulatory authority.