Vancouver, British Columbia--(Newsfile Corp. - April 24, 2026) - Vector Science and Therapeutics Corp. (TSXV: PAIN) (formerly OpenSesame Acquisition Corp.) ("Vector" or the "Company") is pleased to announce the completion of its previously announced qualifying transaction (the "Qualifying Transaction") under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). Trading of the shares of the Company is expected to resume on the TSXV on or about April 28, 2026, under the ticker symbol "PAIN", under the new CUSIP 92244M104 / ISIN CA92244M1041 subject to the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.

The TSXV listing marks a significant milestone in Vector's strategic development, providing Vector with access to the Canadian public capital markets to fund the advancement of the commercialization of its biomechanical and transdermal drug delivery platforms.

With the listing, Vector will have 153,259,380 Resulting Issuer Shares (as defined below) issued and outstanding, representing a market capitalization of approximately C$15.3M.

Bill Jackson, Chief Executive Officer said, "We are building a company as rigorous in its science as in its commercial execution - with a leadership team that brings deep expertise in biomechanical device development, drug delivery, and commercialization. Public market access will assist in accelerating our mission of being a defining force in the development of innovative solutions that advance patient care and medical practice."

Qualifying Transaction

The Qualifying Transaction was completed by way of a three-cornered merger (the "Merger") among the Company, Vector Science and Therapeutics Inc. (the "Target") and a wholly-owned subsidiary of the Company ("Subco"). Pursuant to the Merger, Subco merged with and into the Target, the separate corporate existence of Subco ceased, and the surviving corporation continued its existence under Delaware General Corporate Law as a wholly-owned subsidiary of the Company as "VST Operating Corp.", with the former shareholders of the Target receiving ten (10) common shares of the Company ("Resulting Issuer Shares") for each one (1) Class A common stock of the Target (each a "Target Share") held immediately prior to the effective time of the Merger (the "Exchange Ratio"). In connection with the completion of the Qualifying Transaction, all outstanding convertible securities of the Target were also replaced with equivalent convertible securities of the Company entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Target Shares in accordance with the Exchange Ratio. In connection with the Qualifying Transaction, the Company issued an aggregate of 147,759,380 Resulting Issuer Shares, such that the Qualifying Transaction resulted in an arm's length reverse takeover of the Company by the shareholders of the Target. After giving effect to the Qualifying Transaction, there are an aggregate of 153,259,380 Resulting Issuer Shares issued and outstanding (on a non-diluted basis). Following the completion of the Qualifying Transaction, the business of the Company will be the business of the Target.

Further details of the Qualifying Transaction are contained in the news releases of the Company, dated October 6, 2025 and April 14, 2026, as well as the filing statement of the Company dated April 14, 2026 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV. The Filing Statement is available under Vector's issuer profile on the System for Electronic Data Analysis and Retrieval + ("SEDAR+"), at www.sedarplus.ca.

Name Change

Prior to the closing of the Qualifying Transaction, on April 23, 2026, the Company effected a change of the company's corporate name to "Vector Science and Therapeutics Corp.".

Directors and Executive Officers

Following the completion of the Qualifying Transaction, the directors and officers of the Company are as follows:

Please refer to the Filing Statement for additional information on, and the biographies of, each of the foregoing individuals.

Change of Auditor

As disclosed in the Filing Statement, the Company has approved the transition from Davidson & Company LLP as the former auditor of the Company to McGovern Hurley LLP as the Company's new auditor following completion of the Qualifying Transaction, to hold office until the next annual general meeting of shareholders or until a successor is appointed.

Escrow Agreement

In connection with the Qualifying Transaction, an aggregate of 60,350,000 Resulting Issuer Shares and 350,000 common share purchase warrants of the Company were deposited in escrow pursuant to a Tier 2 Value Security Escrow Agreement, in accordance with the policies of the TSXV. Please refer to the Filing Statement for additional information on the escrowed securities. Additionally, 2,500,000 Resulting Issuer Shares and 350,000 options to purchase Resulting Issuer Shares are the TSXV regime for capital pool companies.

Concurrent Financing

In connection with the Qualifying Transaction, Subco closed a non-brokered financing of subscription receipts of Subco (the "Subscription Receipts") on April 23, 2026, issuing an aggregate of 23,105,000 Subscription Receipts at a price of C$0.10 per Subscription Receipt for aggregate gross proceeds of C$2,310,500 (the "Concurrent Financing"). In accordance with the terms of the escrow agreement governing the Subscription Receipts, each Subscription Receipt was automatically converted into (a) one (1) share of common stock of Subco (each a "Subco Share"); and (b) one (1) warrant to purchase a Subco Share (each a "Subco Warrant"), with each Subco Share and Subco Warrant then being forthwith exchanged for one (1) Resulting Issuer Share and one (1) warrant to purchase Resulting Issuer Shares at an exercise price of C$0.25 per share until June 27, 2028, as applicable, pursuant to the terms of the Merger.

In connection with the Concurrent Financing, Subco paid to certain finders an aggregate cash fee of $85,240 and issued an aggregate of 852,400 Subco Warrants (which for certainty after giving effect to the Qualifying Transaction will ultimately entitle the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of C$0.25 per share until June 27, 2028).

Please refer to the Filing Statement and the news release of the Company dated March 17, 2026 for additional information on the Concurrent Financing.

Under the Concurrent Financing, insiders of the Company subscribed for an aggregate of 700,000 Subscription Receipts. Each subscription under the Concurrent Offering by an insider is considered to be a "related party transaction" of the Company for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In completing the Concurrent Financing, the Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Sections 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on prescribed stock exchanges. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the expected closing date of the Concurrent Financing as the details of the insider's participation in the Concurrent Financing had not been finalized at the time.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About the Company

Vector Science and Therapeutics Corp., headquartered in Mequon, Wisconsin, develops novel biomechanical devices and active localized drug delivery platforms to equip clinicians with site-directed interventions where precision matters and systemic risks are unacceptable.

Cautionary Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities legislation. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the timing of the trading of the Resulting Issuer Shares on the TSXV, benefits of access to public market, the proposed business of the Company, and the Company's ability to obtain final TSXV approval. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Vector. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of Vector at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, Vector does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294103

Source: Vector Science and Therapeutics Corp. (formerly OpenSesame Acquisition Corp.)