Noveris Health Sciences Inc. (CN:NVRS) has gone from a company with about 1.2 million shares outstanding in February 2026 to one with about 58.5 million shares by September 2026, mainly because roughly $8 million of Debt was converted into Equity and new shares were sold. The company has also proposed up to $500,000 of new convertible debentures that could add more shares later. For anyone following this small-cap, the share structure is now as important as the Business story, because conversions at low prices can significantly dilute existing holders.

From 1.2 Million Shares to Nearly 49 Million

On February 27, 2026, an early warning release disclosed that JJK Holdings Ltd. had acquired a Noveris convertible Debenture with a principal amount of $7,878,792 from Pioneer Garage Limited. At that time, Noveris had only 1,235,061 common shares outstanding. The release illustrated that a conversion at the most recent closing price of $0.185 could give JJK about 97 per cent of the company.

On March 6, Noveris announced that debentures had been converted into 47,687,939 common shares at a price of about $0.1927 per share, based on a 20-day trailing volume-weighted average price. JJK received 40,890,039 shares and Joshua Bartch, then chief executive and a director, received 6,797,900. After transfers to 23 arm's-length parties, JJK's Subsidiary held 3,848,706 shares, or 7.86 per cent, while Bartch held 13.95 per cent.

The release stated total principal of $8,188,628, but the two individual debentures it described add up to $9,188,628.

The LIFE Offering, the Halt and the Clarification

In March, Noveris also raised money through a listed issuer financing exemption, or LIFE, offering. Between March 13 and March 19, its share price on the Canadian Securities Exchange rose 423 per cent, from $0.42 to $2.20, while average daily Volume jumped to nearly 200,000 shares from about 6,000.

On March 25, the British Columbia Securities Commission issued a halt trade order until April 16. It cited unusual trading, statements in the March 11 offering document that did not match the company's latest financial statements, and promotional articles it considered untrue and misleading. Noveris said it did not authorize those articles and that it had no FDA registrations or active applications.

On April 20, Noveris issued a clarifying release. It said it did not qualify for the LIFE offering, would rely on other exemptions and would cancel and reissue the securities with four-month hold periods. It also said its operations had been paused, its principal Assets were cash, it had no internal artificial intelligence resources and it was no longer pursuing FDA approvals. On April 29, the company said it had completed a debt restructuring and raised $2.3 million gross.

Where the Share Count Stands Now

According to the results of the annual general and special meeting held on September 4, 2026, Noveris had 58,548,051 common shares outstanding and entitled to vote. Shareholders elected Jason Birmingham, Michael Callas and Peter Field as directors, appointed HDCPA Professional Corporation as auditor and approved an amended omnibus long-term incentive plan. Birmingham was identified as chief executive in a July company release.

The roughly 9.6 million shares added between the March conversion and September reflect the reissued private Placement shares and other issuances.

How the Proposed Debentures Could Add More Shares

On August 20, Noveris announced a proposed non-brokered private placement of up to $500,000 of convertible debentures, subject to approvals including from the CSE. The debentures carry 10 per cent annual interest, payable in shares on conversion, and mature 12 months after closing.

Holders may convert after four months into units, each made up of one share and one warrant. The conversion price is the greater of $0.05 and the 20-day volume-weighted average price before conversion. Each Warrant allows the purchase of one more share for 24 months at a price set by the same formula.

This structure means the number of shares issued depends on the Market Price at conversion. As a simple illustration, if the full $500,000 were converted at the $0.05 floor, it would create 10 million shares plus 10 million warrants, before counting interest paid in shares. At higher prices, fewer shares would be issued.

Business Plans and Key Risks

Noveris describes itself as a life sciences company with intellectual property related to psilocin, including three issued patents and 13 pending applications as of April. In April, it signed a non-binding term sheet to acquire 49 per cent of ELL Stem Cells, a British Columbia distributor of regenerative medicine products, for US$1 million in instalments. As of June, no definitive agreement had been signed. In May, it re-engaged Applied Pharmaceutical Innovation for research consulting with a minimum budget of $100,000 for fiscal 2026.

The risks are substantial. The company has a short operating history in its current form, limited disclosed revenue, past regulatory action over its disclosure, and a financing structure that can dilute shareholders. Trading in CSE-listed small caps can be thin and volatile, and the company was asked by the Canadian Investment Regulatory Organization in August to comment on unusual trading. It said it was unaware of any material change.

Conclusion

Noveris' share structure has changed dramatically in 2026, with debt converted into nearly 48 million shares and the total rising to about 58.5 million by September. The proposed convertible debentures, with a $0.05 floor price and attached warrants, could add more.