Joseph Gunnar & Co., LLC acted as exclusive placement agent onthe US financing.
TORONTO – May 6, 2026 – Cizzle BrandsCorporation (Cboe Canada: CZZL; OTCQB: CZZLF; Frankfurt: 8YF) (“CizzleBrands” or the “Company”), the vertically integrated sportsnutrition company that is elevating the game in health and wellness, todayannounced the closing of a senior secured convertible note financing withAscent Partners Fund LLC (“Ascent”) for gross proceeds of US$6,200,000(the “Ascent Financing”), and that it has secured a commitment for anadditional C$1,000,000 unsecured convertible note with a single accreditedinvestor (the “Unsecured Financing” and, together with the AscentFinancing, the “Financings”).
The Company intends to use the net proceeds of the Financings forworking capital and general corporate purposes, including continued executionof its U.S. and Canadian retail expansion of CWENCH Hydration™ and the broaderCizzle Brands portfolio, and to support operations at the CWENCH HydrationFactory.
Under the terms of the Ascent Financing, the Company issued toAscent (i) a senior secured convertible promissory note in the principal amountof US$6,720,867.21 (the “Ascent Note”) for a purchase price of US$6,200,000,reflecting an original issue discount, (ii) 21,460,534 common share purchasewarrants (the “Warrants”), and (iii) 429,210 common shares of theCompany representing a one-time, non-refundable closing fee equal to 1.5% ofthe principal amount of the Ascent Note, valued at the C$0.32 per share (the “ClosingShares”).
The term of the Ascent Note is 18 months and bears interest at arate of 9.5% per annum, payable monthly in arrears, with interest guaranteedfor 18 months. At the Company’s option, scheduled amortization payments andinterest payments (other than payments in respect of the original issuediscount) may be settled in cash or, subject to satisfaction of customaryequity payment conditions, common shares of the Company.
The Ascent Note (other than amounts in respect of the original issuediscount) is convertible into common shares of the Company at the option of theholder, in whole or in part, at a conversion price equal to the U.S. dollarequivalent of C$0.32 per common share, subject to customary anti-dilutionadjustments. The Warrants have a five-year term and have an exercise price equalto the U.S. dollar equivalent of C$0.32. The Warrants include a forced exerciseright in favour of the Company that may be triggered if the ten-day VWAP of thecommon shares equals or exceeds C$0.96, subject to satisfaction of certaintrading volume conditions.
The Ascent Note requires the Company to prepay (i) 20% of the netproceeds of certain public or private debt or equity issuance up toUS$10,000,000, and (ii) 33% of the net proceeds of any such issuance ofUS$10,000,000 or more, in each case subject to the holder’s conversion rightand to certain customary exceptions.
The Ascent Note is secured by a second-prioritysubordinated lien over substantially all of the assets of the Company andcertain of its subsidiaries, and is guaranteed by certain subsidiaries of theCompany, in each case subject to customary intercreditor and standstillarrangements with the Company’s existing senior lenders, including OICInvestment Agent, LLC, RI Flow Sub LLC and eCapital Asset Based Lending Corp.
"This financing meaningfully strengthens our balance sheet at apivotal moment for the business," said John Celenza, Founder, Chairman andChief Executive Officer of Cizzle Brands. "With CWENCH Hydration™ now livein Walmart Canada, Target in the United States, and over 6,000 points ofdistribution across North America and Europe, and with the CWENCH HydrationFactory ramping production, we are entering the most commercially significantphase in our Company's history. The capital from this financing gives us theworking capital flexibility to support that scale-up, fund continued retail andpartnership expansion, and execute against the operating plan we laid outcoming into the second half of fiscal 2026. We are pleased to have Ascent as anew institutional supporter and grateful for the continued conviction of ourexisting shareholder base."
Joseph Gunnar & Co., LLC acted as exclusive placement agent inconnection with the Ascent Financing. In consideration of its services, theCompany has paid Joseph Gunnar a cash placement fee and issued to Joseph Gunnar(or its designees) compensation warrants, in each case calculated in accordancewith the Company’s engagement letter with Joseph Gunnar dated March 5, 2026.
The Company also proposes to issue, subject to acceptance by CboeCanada, to a single accredited investor an unsecured promissory note in theprincipal amount of C$1,000,000 (the “Bridge Note”). The Bridge Note is expectedto be exchangeable, at the option of the holder, into a convertible note onsubstantially the same economic terms as the Ascent Note (including withrespect to interest rate, conversion price, maturity and amortization), otherthan that the Bridge Note would rank pari passu with the Company’s otherunsecured indebtedness and would not benefit from the security package orsubsidiary guarantees granted in favour of Ascent.
Share Issuance
The Company also proposes to issue, subject to acceptance by CboeCanada, an aggregate of 1,390,625 common shares at a deemed price of C$0.32 pershare to settle approximately $445,000 of outstanding indebtedness. The shares tobe issued in respect of the debt settlement will be subject to a statutory holdperiod of four months and one day from the date of issuance.
This press release does not constitute an offer to sell or thesolicitation of an offer to buy any securities, nor shall there be any sale ofany securities in any jurisdiction in which such offer, solicitation or salewould be unlawful. The securities issued in the Financings have not beenregistered under the United States Securities Act of 1933, as amended (the“U.S. Securities Act”), or any state securities laws, and may not be offered orsold in the United States absent registration or an applicable exemption fromthe registration requirements of the U.S. Securities Act and applicable statesecurities laws.
Cizzle Brands Corporation is a verticallyintegrated sports nutrition company that is elevating the game in health andwellness. Through extensive collaboration and testing with leading athletes andtrainers across several sports, Cizzle Brands has launched three game-changingbrands: (i) CWENCH Hydration™, abetter-for-you sports drink that is now carriedin over 6,200 locations in Canada, the United States, and Europe; (ii) Spoken™Nutrition, a premium brand of athlete-grade nutraceuticals that carry the prestigiousNSF Certified for Sport® qualification; and (iii) HappiEats™, upgradingeveryday eats with high-performance foods such as Sport Pasta™ and SnakStars™Sport Bites. It also owns and operates The CWENCH Hydration Factory,a manufacturing facility that produces CWENCH Hydration and other leadingbeverage brands in Tetra Pak packaging. All Cizzle Brands products are designedto help people of all ages achieve their best in competitive sports and inliving a healthy, vibrant, active lifestyle.
For more information about Cizzle Brands, please visit: https://www.cizzlebrands.com/
For more information about CWENCH Hydration™, please visit: https://www.cwenchhydration.com
For more information about Spoken™ Nutrition, please visit: https://www.spokennutrition.com
For more information about HappiEats™,please visit https://www.myhappieats.com
SettiCoscarella
Head ofCorporate Development
investors@cizzlebrands.com
1-844-588-2088
This press release contains “forward-looking information” within themeaning of applicable Canadian securities laws. Forward-looking informationincludes, but is not limited to, statements regarding the anticipated use ofproceeds of the Financings, the expected payment of interest and amortizationpayments in cash or common shares, the anticipated benefits of the Financingsto the Company and its shareholders, the Company’s growth strategy, retailexpansion and product launches, and the timing and form of registration orqualification of the underlying common shares for resale. Forward lookinginformation involves known and unknown risks, uncertainties and other riskfactors which may cause the actual results, performance or achievements to bematerially different from any future results, performance or achievementsexpressed or implied by the forward-looking information, included increasedcompetition and current global financial conditions, access and supply risks,reliance on key personnel, operational risks, regulatory risks, financing,capitalization and liquidity risks. Although the Company has attempted toidentify important factors that could cause actual results to differ materiallyfrom those contained in forward-looking information, there may be other factorsthat cause results not to be as anticipated, estimated or intended. There canbe no assurance that such information will prove to be accurate, as actualresults and future events could differ materially from those anticipated insuch statements.. Forward-looking information is based on a number ofassumptions and is subject to a number of risks and uncertainties, many ofwhich are beyond the Company’s control, that could cause actual results andevents to differ materially from those that are disclosed in or implied by suchforward-looking information. Such risks and uncertainties include, but are notlimited to, those described in the Company’s public disclosure documentsavailable on SEDAR+ at www.sedarplus.com. The Company undertakes no obligationto update or revise any forward-looking information, whether as a result of newinformation, future events or otherwise, except as required by applicable law.
