Feb 19, 2026 (MarketLine via COMTEX) --
NetraMark Holdings Inc. announced the closing of the second and final tranche of its non-brokered private placement on February 18, 2026.
NetraMark Holdings Inc. (the "Company" or "NetraMark") (TSX: AIAI) (OTCQB: AINMF) (Frankfurt: PF0), a premier artificial intelligence (AI) company transforming clinical trials with AI-powered precision analytics in the pharmaceutical industry, is pleased to announce that the second and final tranche (the "Second Tranche") of its previously announced non-brokered private placement (the "Offering", see news releases dated January 13, 2026 and January 28, 2026) closed on February 18, 2026. Under the Second Tranche, the Company issued 390,000 units of the Company (the "Units") at a price of $1.00 per Unit for gross proceeds of $390,000. Under the entire Offering, the Company issued a total of 3,500,000 Units at a price of $1.00 per Unit for aggregate gross proceeds of $3,500,000.
Each Unit consists of one common share in the capital of the Company (each, a "Unit Share") and one-half (½) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles its holder to acquire, subject to adjustment in certain events, one additional common share in the capital of the Company at an exercise price of $1.35 per share for a period of two (2) years from the date of issue.
The securities issued by the Company in connection with the Second Tranche will be subject to a 4-month and a day "hold period" expiring June 19, 2026, as prescribed by applicable Canadian securities laws. None of the securities will be registered under the United States Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
As a result of closing the Second Tranche, there are 92,223,699 Common Shares of NetraMark issued and outstanding. NetraMark intends to use the net proceeds from the private placement towards working capital and general corporate purposes.
An insider of the Company participated in the Second Tranche and subscribed for 232,500 Units. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement per section 5.5(a) of MI 61-101, and from the need to obtain minority shareholder approval per section 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units issued to insiders under the Offering, nor the fair market value of the consideration paid by such insiders, exceeds 25% of the Company's market capitalization.
The Company did not file a material change report in respect of the related party transaction at least 21 days before the Second Tranche closing, as the details of such participation had not been confirmed until shortly prior to the Second Tranche closing and the Company wished to complete the Second Tranche closing in an expeditious manner.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
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COMTEX_476302412/2227/2026-03-31T10:02:51
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