SonicStrategy Inc. (CSE: SONI) (OTCQB: SONIF), a Toronto-based digital asset infrastructure company, announced on October 5, 2026 that it has amended the terms of a previously announced non-brokered private placement targeting gross proceeds of up to $4,500,000. The revised structure splits the offering equally between cash and digital asset subscriptions, a structure investors may find distinctive in the Canadian small-cap space. The offering was originally announced on September 22, 2026, and closing remains subject to CSE approval.

Key Points

  • SonicStrategy Inc. (CSE: SONI) (OTCQB: SONIF) is a publicly traded digital asset infrastructure company
  • The company has amended the terms of its non-brokered private placement, splitting it into equal cash and digital asset tranches of up to $2,250,000 each
  • Cash units priced at $0.20 each; warrants carry a $0.25 exercise price over 24 months, with an acceleration clause triggered at $0.75 for 10 consecutive trading days
  • Investors will be watching for CSE approval and final closing terms, including any finder's fees disclosed at closing

How the Amended Offering Structure Divides Cash and Digital Asset Subscriptions

Under the revised terms, the Cash Offering comprises up to 11,250,000 units at $0.20 per unit, with each unit consisting of one common share and one-half of a common share purchase warrant. Each whole warrant allows the holder to acquire one additional common share at $0.25 for 24 months from issuance. The Digital Asset Offering separately comprises up to 11,250,000 common shares at $0.20 per share, with no warrants attached. Digital assets accepted as subscription payment will be valued at the lower of a fixed reference price and the 10-trading-day volume-weighted average price of each asset.

Warrant Acceleration Provision Adds a Conditional Expiry Mechanism

The warrants issued under the Cash Offering include an acceleration provision that gives the company the right to shorten the 24-month exercise window. If the closing price of SonicStrategy common shares on the CSE equals or exceeds $0.75 for 10 consecutive trading days, the company may issue a news release accelerating warrant expiry. Holders would then have 30 days from that notice to exercise their warrants before they lapse. This clause introduces a conditional timeline that warrant holders should factor into their investment decisions, as the standard 24-month window could be materially curtailed.

Proceeds Earmarked for Digital Asset Treasury and Validator Expansion

SonicStrategy states it intends to deploy cash proceeds toward expanding its digital asset treasury and validator operations, as well as for general working capital. Digital assets received through the offering are expected to be held in treasury or deployed in staking and validator operations. The company may pay finder's fees of up to 6% of gross cash proceeds and broker warrants equal to up to 6% of securities sold to introduced subscribers, consistent with CSE policies. All securities issued will be subject to a hold period of four months and one day from the date of issuance.