Toronto, October 31, 2025 (Globe NewsWire) – Quantum biopharma ltd. (NASDAQ: QNTM) (CSE: QNTM) (Fra: 0k9a) (“”).Quantum” or “Company“), a biopharmaceutical company focused on building a portfolio of innovative assets and biotechnology solutions, is pleased to announce that, pursuant to the completion of a previously announced offering agreement to the market (“ATM Agreement“) with H. C. Wainwright & Co., LLC (“Wainwright“) February 16, 2024 announces today that the Company, in its sole discretion, may from time to time offer and sell through Wainwright as selling agent, Class B Minor Voting Shares in the capital of the Company (“Variety B Stock“) with an aggregate offer price of up to US$21,225,000 (“ATM offer“). A commission equal to 3.0% of the aggregate gross proceeds received under the ATM Offering will be paid to Wainwright in connection with its services.
Sales of Class B Shares pursuant to the Prospectus will be made in transactions that are deemed to be “on the market” offerings as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Stock Market LLC (the “Nasdaq Stock Market LLC” (the “Nasdaq Stock Market LLC”)).Nasdaq“). Class B shares will be allocated at prevailing market prices at the time of each sale. As a result, prices may vary between purchasers and during the distribution period. No Class B shares in the ATM offering will be traded on the Canadian Securities Exchange (“CSE“) or any other commercial market in Canada.
The volume and timing of sales, if any, will be determined at the sole discretion of the Company's management and in accordance with the terms of the ATM Agreement. If the Company elects to sell Class B Shares in the ATM Offering, the Company intends to use the net proceeds from the ATM Offering (i) to fund our various clinical studies, trials and development programs, (ii) to fund research and development and (iii) for general corporate purposes and working capital.
The ATM offering is being made in the United States pursuant to a registration statement on Form F-3 (File No. 333-276264) filed pursuant to Securities Act of 1933.as amended (“Securities Act“), with the Securities and Exchange Commission (“SEC“) and declared effective January 4, 2024 (“Registration Statement“), the base prospectus contained in the Registration Statement (“Base prospectus“) and supplement to the prospectus dated October 31, 2025 (“Supplement to the prospectus“, together with Base Prospect, “Avenue“) filed with the SEC.
You can view our SEC filings, registration statement and prospectus by visiting the SEC's website at: www.sec.Gov or the Company's website www.quantumbiopharma.com, through which you can access our SEC filings.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT Quantum BioPharma Inc.
Quantum BioPharma is a biopharmaceutical company focused on developing a portfolio of innovative assets and biotechnology solutions to treat complex neurodegenerative, metabolic and alcohol use disorders using drug candidates in various stages of development. Through its subsidiary Lucid Psycheceuticals Inc.Clear“), Quantum is focused on the research and development of its lead compound Lucid-MS (formerly Lucid-21-302) (“Lucid-MS“Lucid-MS is a new patented chemical compound that has been shown in preclinical models to prevent and reverse myelin degradation, a key mechanism in multiple sclerosis. Quantum has also licensed UNBUZZD™, a proprietary formula of natural ingredients, vitamins and minerals that support liver and brain function to quickly free people from the effects of alcohol use, for use in the consumer recreational sector, from Celly Nutrition Corp. (“Selly now“) and is entitled to a royalty on the revenue generated by Celly Nu from the sale of products created using the technology rights granted under the license agreement. Quantum continues its research and development activities to develop new formulations for the treatment of alcohol use disorders and continues to develop such treatments for use in the healthcare sector. Quantum maintains a portfolio of strategic investments through its wholly owned subsidiary FSD Strategic Investments Inc., which are loans secured by residential or commercial real estate.
Carefully Note Regarding Visionary Information
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Forward-looking statements are often identified by terms such as “plans”, “expects”, “expects”, “scheduled”, “estimated”, “intends”, “expects”, “hopes”, “planned” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “will”, “could”, “potentially” or “will” be taken, occur or be achieved. In particular, and without limitation, this press release contains the forward-looking statements contained in this press release, including statements regarding Quantum's future, that are based on certain assumptions. What Quantum has did V respect this How from That date from this press release, including those relating To future sales Class B Shares in the ATM Offering, the offering price and the use of proceeds therefrom. Quantum can give no assurance that such forward-looking statements will prove to be correct.
Because forward-looking statements address future events and conditions, by their very nature they require assumptions and involve inherent risks and uncertainties. The Company cautions that although it believes that the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct and these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations expressed in the forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: timing and ability to satisfy all applicable CSE and Nasdaq listing and regulatory requirements; the fact that the Company's and Lucid's drug development efforts are at a very early stage; the fact that preclinical drug development is uncertain, and the Company's and Lucid's drug candidates will never advance to clinical trials; the fact that results from preclinical studies and early-stage clinical trials may not be predictive of results from later-stage clinical trials; the uncertain outcome, cost and timing of the Company's and Lucid's product development, preclinical studies and clinical trials; the uncertain clinical development process, including the risk that clinical trials may not be effectively designed or yield positive results; potential inability to obtain or support normative OK from That medicine product candidates from That Company And Lucid; That introduction from competing drugs that are safer, more effective or less expensive than or otherwise superior to the Company's and Lucid's drug candidates; the initiation, conduct and completion of preclinical studies and clinical trials may be delayed, adversely affected or affected by unforeseen circumstances. problems; That potential inability To receive adequate financing; That potential inability To receive or support intellectual protecting the ownership of the Company's and Lucid's drug candidates; the Company's failure to sell under the ATM Offering or on the terms set forth herein; the prices at which the Company may sell Class B Shares in the Offering through ATMs; and other risks. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release, which speak only as of the date of this press release.
Additional information about factors that could cause actual results to differ materially is included in the Company's annual and other reports. reports filed from time To time With That Canadian Securities Administrators on CAREFULLY+ (www.sedarplus.ca) And With That SEC about EDGAR (www.sec.gov), including the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2024, the Prospectus and the Registration Statement, each of which is captioned “Risk Factors.” This list of risk factors should not be considered exhaustive. Readers are warned What events or circumstances could cause results To differ financially from those predicted predictable or predictable. The forward-looking statements contained in this document speak only as of the date hereof. Quantum undertakes no obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement. statement.
None That CSE neither his regulation services supplier accept responsibility For That adequacy or accuracy from this release.
Contacts:
Quantum BioPharma Inc.
Zeeshan Saeed, founder, CEO and executive co-chairman of Quantum BioPharma Inc.
E-mail: [email protected]
Phone: (833) 571-1811.
Investor Relations
Investor Relations: [email protected]
General questions: [email protected]
