Biocure Technology Inc. (CSE: CURE) has announced an amendment to its definitive share exchange agreement to acquire Glorious Success Limited (GSL), the Hong Kong holding company behind South Korea-based MMA promotion Black Combat. The amendment, dated November 10, 2026, reduces the share consideration payable to GSL shareholders and extends the transaction deadline by one month. Trading in CURE shares remains halted pending CSE acceptance of all required documentation. Investors in the CSE-listed company will be watching closely as the shareholder meeting approaches in December 2026.

Key Points

  • Biocure Technology Inc. (CSE: CURE) announced an amendment to its share exchange agreement with Glorious Success Limited
  • Share consideration for GSL reduced from 12,459,091 to 11,325,464 Resulting Issuer Shares; outside completion date extended to January 31, 2027
  • A required private placement of at least $3,090,000 at $2.20 per GSL share remains a condition of closing; debt settlement of approximately $300,000 also required
  • Shareholders will vote on the transaction at a special meeting scheduled for December 16, 2026

Amended Share Consideration and Extended Closing Timeline

Under the amended terms, Biocure will issue 11,325,464 shares of the Resulting Issuer to acquire all issued and outstanding securities of GSL, down from the originally agreed 12,459,091 shares. The outside date for completing the transaction and its concurrent financing has been pushed from December 31, 2026, to January 31, 2027. All other material terms of the original share exchange agreement dated August 11, 2026, remain unchanged, according to the release. The company also confirmed that no finder's fees are payable in connection with the transaction itself, though three individuals will each receive a bonus of 250,000 Resulting Issuer Shares for services rendered.

Private Placement and Debt Settlement Conditions

Closing remains conditional on GSL completing a private placement raising gross proceeds of at least $3,090,000 at $2.20 per GSL share, with those shares exchangeable for Resulting Issuer Shares on a one-for-one basis. Cash finder's fees of 8% of proceeds raised are expected in connection with this financing. Separately, Biocure intends to settle approximately $300,000 in debt through the issuance of pre-consolidation common shares at $0.134 per share, subject to CSE approval. The release notes portions of this debt are owed to management, constituting a related-party transaction under applicable securities rules.

Proposed Black Combat Universe Board and Name Change

Upon closing, the company intends to rename itself "Black Combat Universe Inc." and the CSE will assign a new trading symbol. The reconstituted board would include Black Combat founder Pyounghwa Park as CEO, Jongeon Lim as President, and directors Jong Yun Choi, Anthony Wong, and Sang Goo (Collin) Kim, with Konstantin Lichtenwald serving as CFO. GSL's underlying operating company, Idea Paragon Inc., runs the Black Combat MMA promotion in South Korea, which the release states recently sold out its upcoming Black Combat 17 event at Gocheok Sky Dome in 55 minutes.

Shareholder Vote and Trading Halt Status

Biocure's shares remain halted under CSE policy and will not resume trading until all required transaction documentation has been filed with and accepted by the exchange. The company's shareholder meeting to approve the transaction, including a share consolidation, is scheduled for December 16, 2026. The release states an information circular is expected to be mailed to CURE shareholders by November 23, 2026. The transaction remains subject to regulatory and shareholder approvals, and the company cautions there is no assurance it will be completed as proposed.