Toronto, Ontario – July 4, 2025 – Elixxer Ltd. (TSXV: ELXR), an investment company with a portfolio across Canada and internationally, today provided a significant corporate update to its shareholders, signaling a pivotal moment in its operational and financial trajectory.
Trading Resumption on the Horizon Following Cease Trade Order Revocation
Elixxer’s common shares, which were subject to a Failure-to-File Cease Trade Order issued by the Autorité des Marches Financiers (AMF) and the Ontario Securities Commission (OSC) on May 8, 2023, due to outstanding continuous disclosure documents, are set to resume trading shortly. The company announced on April 17, 2025, that these orders have been formally revoked. This crucial development follows the company’s successful completion of its continuous disclosure obligations, including the filing of its audited fiscal 2024 financial statements, Management Discussion and Analysis (MD&A), and its first quarter 2025 financial statements and MD&A. All these documents are now readily accessible on SEDAR+.
Shareholder Approval for Key Initiatives at Annual General Meeting
At its Annual and Special Meeting of Shareholders (AGM) held on March 20, 2025, Elixxer secured overwhelming shareholder approval for all resolutions presented. Notably, this included the adoption of the Company’s new rolling 10% stock option plan. This plan is designed to align with recent updates to TSX Venture Exchange (TSX-V) Policy 4.4 – Security Based Compensation, which became effective November 24, 2021. Further details of the newly approved plan are available in the Company’s Management Information Circular (MIC), filed on SEDAR+.
Strengthened Leadership and Board Appointments
In recent months, Elixxer has bolstered its executive team with the appointment of new leadership. Karim Mecklai assumed the role of Chief Executive Officer, as announced on November 28, 2024, while Fiona Fitzmaurice was appointed Chief Financial Officer on December 12, 2024. Additionally, at the AGM, shareholders elected a new slate of directors to the Company’s Board, including Alexey (Alex) Kanayev as Chairman of the Board, Ferras Zalt, Jayahari Balasubramaniam, Mark Romano, and Edward Milewski, with Zalt, Romano, and Milewski also serving on the Audit Committee. Comprehensive biographies and details of the directors are provided in the MIC filed on SEDAR+.
Strategic Debt Restructuring and Bridge Financing
Elixxer has successfully amended the terms of its outstanding 24-month, 17% secured promissory notes, originally totaling $8,000,000 plus accrued interest of approximately $3.8 million. Through amending agreements with AIP Asset Management Inc. and AIP Convertible Private Debt Fund L.P. (collectively, “AIP”) executed on April 30, 2024, November 30, 2024, and May 15, 2025, the maturity date of these notes has been extended to September 30, 2025.
In a move to ensure operational continuity and capitalize on future growth prospects, Elixxer secured an unsecured promissory grid note facility of up to $1,000,000 from AIP Fund, its largest creditor and a significant shareholder. This facility, announced on June 11, 2025, will be utilized to reimburse a $150,000 unsecured bridge loan advanced by AIP on February 6, 2025, and for general administrative expenses. The note carries an annual interest rate not exceeding 24%, including default scenarios. Elixxer has drawn $265,000 to date, with $735,000 available to support ongoing operations and meet TSX-V capital requirements. The issuance of this note is pending all necessary corporate and regulatory acceptances, including from the TSX-V.
Future Operations Focused on Strategic Mergers and Acquisitions
Looking ahead, Elixxer is actively identifying and pursuing merger and acquisition opportunities with the strategic intent of acquiring an operating business to drive company growth and scalability. While no definitive agreements or letters of intent have been executed, the company is engaged in active discussions.
Investment in Freia Farmaceutici Srl and Litigation Update
Elixxer’s investment in Freia Farmaceutici Srl, initially structured for a 35% equity interest with a total cash consideration of EUR3,214,000 ($4,847,033), was revised to EUR1,714,000 ($2,576,701) over two tranches. The company completed the first tranche of EUR1,000,000 ($1,513,354) on May 16, 2019, followed by the final tranche of EUR714,000 ($1,063,347) on June 27, 2019. Elixxer holds a 19.36% equity stake in Freia, a reduction from the initial 22.31% due to subsequent financing rounds by Freia. Elixxer has appointed a representative to Freia’s board.
Regarding its ongoing litigation with Tricho-Med Corporation, Elixxer is pursuing legal recourse to recover funds advanced under a convertible debenture. Tricho-Med initiated proceedings seeking to cancel the debenture and repay the principal amount of $4 million, plus accrued interest. In October 2020, Elixxer filed an application with the Superior Court of Quebec to initiate the surrender and taking in payment of Tricho-Med’s pledged immovable property. This application is scheduled for hearing in April 2026.
Tricho-Med filed a counterclaim in April 2021, seeking $500,000 in damages. Elixxer contends this counterclaim lacks merit and has not recognized any related provisions. In October 2024, a subcontractor of Tricho-Med initiated a claim to enforce the judicial sale of the immovable property, securing a court order for sale to satisfy secured creditors. As of December 31, 2024, the property had not yet been sold. Upon sale, Elixxer’s hypothec will convert to a monetary claim, without prejudicing recoverable amounts. The company also reserves the right to challenge any sale conducted below market value.
About Elixxer Ltd.
Elixxer Ltd. is a publicly traded Canadian investment company listed on the TSX Venture Exchange (TSXV: ELXR) and the US OTC-Pink exchange (OTC Pink: ELIXF). The Company actively seeks high-growth investment opportunities globally.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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