SonicStrategy Inc. (CSE: SONI) (OTCQB: SONIF) has announced amended terms for its previously announced non-brokered private placement, originally disclosed on September 22, 2026, targeting gross proceeds of up to $4,500,000. The revised structure splits the offering equally between cash and digital asset subscriptions, a notable structural change that reflects the company's identity as a digital asset infrastructure operator. Investors may be watching closely given the dual-currency fundraising approach, which the company says will directly support its validator and staking operations.

Key Points

  • SonicStrategy Inc. (CSE: SONI) (OTCQB: SONIF) is a publicly traded digital asset infrastructure company based in Toronto, Ontario.
  • The company has amended its non-brokered private placement, now structured as up to $2,250,000 in cash and up to $2,250,000 in digital asset subscriptions.
  • Units are priced at $0.20, with warrants exercisable at $0.25 for 24 months; an acceleration clause triggers if shares trade at or above $0.75 for 10 consecutive trading days.
  • Investors should watch for CSE approval and final closing terms, including any finder's fees disclosed at that time.

Amended Offering Structure and Unit Terms for SONI's Private Placement

Under the amended terms, the cash portion of the offering comprises up to 11,250,000 units at $0.20 per unit. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $0.25 for 24 months from issuance. The digital asset tranche also comprises up to 11,250,000 common shares at $0.20 per share, but carries no attached warrants. Digital assets contributed will be valued at the lower of a fixed reference price and the 10-trading-day volume-weighted average price of each respective digital asset, the release states.

Warrant Acceleration Provision and Hold Period Conditions

The warrants issued under the cash offering include an acceleration provision that gives SonicStrategy the ability to shorten their expiry. If the closing price of its common shares on the CSE reaches or exceeds $0.75 for 10 consecutive trading days, the company may issue a news release triggering expiry on the 30th day following that notice. All securities issued under the offering are subject to a statutory hold period of four months and one day from the date of issuance. Closing remains conditional upon CSE approval, and the company has not indicated a target closing date.

Intended Use of Proceeds Tied to Validator and Treasury Operations

SonicStrategy states it intends to deploy cash proceeds toward expanding its digital asset treasury and validator operations, alongside general working capital requirements. Digital assets received through the offering are expected to be held in the company's treasury or actively deployed in staking and validator operations. The company may also pay finder's fees of up to 6% cash commission and broker warrants equal to up to 6% of securities sold to introduced subscribers, consistent with CSE policies. Final terms related to finder's fees will be disclosed at closing, the announcement notes.