Cypher Metaverse Inc. (CSE: CODE.X) announced on October 22, 2026, a non-brokered private placement of up to 10,000,000 subscription receipts priced at $0.50 each, targeting aggregate gross proceeds of up to $5,000,000. The offering is structured to support the company's previously announced business combination with Noninvasix, Inc. and Cypher Subco Inc., under a merger agreement dated December 12, 2025. Investors may be watching closely given that this financing is a stated condition of the Transaction proceeding.

Key Points

  • Cypher Metaverse Inc. (CSE: CODE.X) announced a non-brokered private placement of subscription receipts
  • Up to 10,000,000 subscription receipts offered at $0.50 each for gross proceeds of up to $5,000,000
  • Escrow release conditions must be satisfied or waived at or before November 30, 2026; warrants carry a $0.75 exercise price for 24 months
  • CSE approval and Transaction closing remain outstanding conditions investors should monitor

Subscription Receipt Structure and Unit Composition

Each subscription receipt will automatically convert into one unit of the resulting issuer upon satisfaction or waiver of escrow release conditions, without requiring additional payment from holders. Each unit consists of one common share of the resulting issuer and one share purchase warrant. The warrants entitle holders to acquire one additional resulting issuer share at an exercise price of $0.75 for a period of 24 months. The conversion deadline is set at or before November 30, 2026, according to the release.

Proceeds Earmarked for Noninvasix Working Capital Post-Closing

The company states that gross proceeds from the offering will be held in escrow until the Transaction closes. Following payment of applicable fees and expenses upon closing, the remaining funds are intended for working capital and general corporate purposes of Noninvasix and the resulting issuer. The release does not provide a further breakdown of how these funds will be allocated between the two entities. The company did not disclose any additional detail on expected Transaction closing costs.

Finder Fees and Regulatory Conditions Attached to the Offering

Cypher may pay eligible finders a cash commission of up to 8.0% of gross proceeds sourced through their introductions, along with finders' warrants on the same terms as the offering, equalling up to 8.0% of the subscription receipts they introduce. Closing remains subject to customary conditions, including CSE approval. Securities issued under the offering will carry a four-month and one-day statutory hold period. The offering is restricted from distribution in the United States under the U.S. Securities Act of 1933.