BetterLife Pharma Inc. (CSE: BETR) (OTCQB: BETRF) (FSE: NPAU), a Vancouver-based biotechnology company developing BETR-001 for chronic cluster headache and chronic migraine, has announced a full and final settlement with director Dr. Steven Sangha, resolving a civil claim filed in the Supreme Court of British Columbia. The settlement, dated November 5, 2026, resolves a dispute tied to a $2,000,000 principal convertible debenture issued to Dr. Sangha in June 2026. As part of the resolution, BetterLife will issue new equity and warrants while imposing standstill and voting obligations on Dr. Sangha.

Key Points

  • BetterLife Pharma Inc. (CSE: BETR) is a biotechnology company focused on BETR-001, a non-hallucinogenic compound targeting chronic cluster headache and chronic migraine
  • BetterLife 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
  • The settlement includes issuance of 33,333,333 common shares and 33,333,333 warrants exercisable at $0.10 per share for three years; following settlement Dr. Sangha holds approximately 9.19% of issued shares
  • The Board also adopted an Advance Notice Policy for director nominations, applicable to the company's upcoming annual general and special meeting

Settlement Terms: Shares, Warrants, and Standstill Covenants

Under the Settlement Agreement, BetterLife will issue Dr. Sangha 33,333,333 common shares and 33,333,333 warrants, each exercisable for one common share 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 basis over one year, with accelerated release upon a change of control. Dr. Sangha agreed to a standstill covenant prohibiting him from soliciting proxies, nominating directors, seeking board removals, or acquiring additional securities of the company.

Dr. Sangha's Post-Settlement Ownership Position in BetterLife

Following completion of the Settlement Agreement, Dr. Sangha holds or controls 59,843,782 common shares, representing approximately 9.19% of BetterLife's issued and outstanding common shares, the company's disclosure states. The standstill agreement expires on the earlier of 12 months from the settlement date, two months after Dr. Sangha ceases to be a director, or the date he is removed as a management nominee unless that removal stems from a material breach of the Settlement Agreement. The voting and support agreement terminates automatically on February 28, 2027 or upon completion of the meeting.

Advance Notice Policy Adopted to Govern Future Director Nominations

Separately, BetterLife's Board adopted an Advance Notice Policy establishing clear deadlines and information requirements for shareholder-submitted director nominations. For annual meetings, nominations must be received no later than 30 days before the meeting date, or within 10 days of the first public announcement if that announcement was made fewer than 50 days before the meeting. For special meetings, the deadline is 15 days following the first public announcement. Executive Chair Doug Drysdale stated the Board can now direct its full attention to the BETR-001 program and the company's capital markets plan.