ZYUS Life Sciences Corporation Provides Liquidity and Working Capital Update and Announces Reinstatement to Trading

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SASKATOON, SK, Sept. 9, 2026 /CNW/ -- ZYUS Life Sciences Corporation ("ZYUS" and or the "Company") (TSXV: ZYUS), a clinical-stage life sciences company focused on the development and commercialization of novel non-opioid drug candidates for pain management, today provides an update regarding its liquidity position, working capital, certain outstanding financial obligations and the measures being undertaken by the Company to strengthen its financial position and address its working capital deficiency, and announces its reinstatement to trading.

This update is being provided in connection with the Company's ongoing continuous disclosure obligations under applicable Canadian securities laws, including National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and the policies of the TSX Venture Exchange (the "TSXV" or the "Exchange"). Reference is also made to the continued listing requirements of the Exchange, including TSXV Policy 2.5 – Continued Listing Requirements and Inter-Tier Movement ("Policy 2.5").

Liquidity and Working Capital Deficiency

As reported in its most recently filed interim Management's Discussion and Analysis, the Company had a working capital deficiency of $21.9 million, as reflected in the Company's interim financial statements for the six months ended June 30, 2026.

The working capital deficiency reflects, among other things, the Company's current cash position, accounts payable and accrued liabilities, current portions of outstanding lease obligations and loans and borrowings and other obligations arising from the Company's efforts in advancing its Phase 2a clinical trial efforts and in the normal course of the Company's operations.

The Company acknowledges the continued listing requirements prescribed by Policy 2.5, including the requirement to maintain adequate working capital or financial resources to maintain operations and cover general and administrative expenses for the applicable period.

The Company does not expect that its working capital deficiency will be eliminated through a single financing or other transaction. Rather, management expects that the deficiency will be addressed progressively through a series of financings, restructuring, creditor management, and other transactions and initiatives implemented over time.

Management and the Company's board of directors (the "Board") are actively pursuing this multi-stage working capital plan, which includes additional equity financing, utilization of available debt financing, restructuring and management of existing obligations, negotiated arrangements with creditors, continued cost reductions and deferrals, and other initiatives intended to preserve and improve liquidity.

The Company's ability to satisfy the applicable continued listing requirements will therefore depend upon the successful execution of a number of components of this plan and not upon the completion of any single transaction.

The Company confirms that it is subject to a reinstatement review by the TSXV. The review is ongoing and the Company will provide additional updates as they become available.

Multi-Stage Financing and Working Capital Remediation Plan

The Company has developed a multi-stage working capital remediation plan designed to address its immediate liquidity requirements and progressively improve its financial position, including with respect to the continued listing requirements under TSXV Policy 2.5. Upon the reinstatement of trading of the issued and outstanding common shares in the capital of the Company on the TSXV, the Company expects to pursue an initial equity financing of approximately $3.0 to $5.0 million in Q3 or early Q4 of 2026, subject to market conditions, investor demand, receipt of applicable Exchange and other regulatory approvals, and customary closing conditions. The Company anticipates that the initial equity financing will be followed by additional equity, debt or other financing transactions, as required. In addition, available capacity under existing financing arrangements will be further evaluated. In parallel, the Company intends to continue working with creditors and lenders to address outstanding obligations and payment defaults, actively manage accounts payable and other current liabilities, maintain disciplined cost and cash management, and evaluate opportunities to restructure, extend, or settle existing obligations. These initiatives are intended to operate collectively, and no single measure, including the initial financing, is currently expected to eliminate the Company's working capital deficiency. The extent and timing of improvement will depend on the successful execution of these initiatives, including the Company's ability to raise additional capital and reach and maintain satisfactory arrangements with creditors and lenders. There are no guarantees that the Company will be successful in pursuing its multi-stage working capital remediation plan. The Company will continue to assess its compliance with TSXV continued listing requirements as the plan progresses and will provide disclosure of material developments in accordance with applicable securities laws and Exchange requirements.

Financing Activities to Date

The Company has continued to engage with prospective investors, investment banks, and other financing parties regarding additional financing alternatives.

As an interim source of liquidity, and to support the Company's ongoing Phase 2a clinical trial and drug development activities, the Company's wholly owned subsidiary, ZYUS Life Sciences Inc. ("ZYUS Inc.") has completed nine tranches of debt financing with existing stakeholders under its previously announced secured loan facility (the "Secured Loan"). As of the date of this news release, ZYUS Inc. has received aggregate advances of approximately $1.945 million under the Secured Loan, which provided for advances of up to $2.0 million, subject to its terms and conditions.

These interim financing measures have provided additional liquidity while the Company pursues financing and the other components of its working capital plan.

Update on Term Loan

On August 5, 2021, the Company entered into a contribution agreement pursuant to which the Company received repayable funding to support certain of its activities (the "Term Loan").

During the second quarter of 2026, as a result of the Company's constrained liquidity position, the Company did not adhere to certain scheduled principal repayments required under the Term Loan. The non-adherence to the scheduled repayment requirements constituted a default under the applicable agreement.

Following the non-adherence to the scheduled principal repayments, the Company maintained ongoing communication with the lender regarding its liquidity position, the circumstances contributing to the missed payments, and the Company's plans to address the outstanding amounts. On July 9, 2026, the Company and the lender subsequently entered into an agreement establishing a process and specified milestones to cure the default.

Subsequent to June 30, 2026, the Company satisfied the requirements necessary to remedy the default in accordance with the agreed cure arrangements. As of the date of this news release, the Company has adhered to all milestones contemplated under the cure agreement and the previously identified default has been remedied.

2026 Promissory Note and Lease Obligations

During the first quarter of 2026, the Company's wholly owned subsidiary, ZYUS Inc., entered into a promissory note with its landlord, which had a principal amount of $4.4 million (the "2026 Promissory Note"). The 2026 Promissory Note was entered into in connection with amounts owing by the Company to its landlord and established a payment schedule for repayment of the amounts. The landlord is an arm's-length party to the Company. Under the 2026 Promissory Note, interest is payable quarterly, with interest-only payments scheduled to commence on May 11, 2026. Principal and interest payments will commence on May 1, 2027, and the 2026 Promissory Note will mature and be repaid in full as of February 1, 2030. ZYUS Inc. has the right to early prepayment of the outstanding balance without penalty. Any time the Company completes an equity raise in excess of $35.0 million, full repayment of the 2026 Promissory Note will become immediately due and payable.

Beginning on May 1, 2026, the Company did not adhere to certain payments required under the payment schedule applicable to the 2026 Promissory Note. The Company also has not adhered to certain ongoing monthly payment obligations under its lease arrangements with the landlord. This non-adherence arose due to the Company's constrained liquidity position. Pursuant to the 2026 Promissory Note, if ZYUS Inc. fails to make a payment in accordance with the repayment schedule, the balance owing on the 2026 Promissory Note, together with accrued interest, shall become immediately due and payable.

The Company has remained in regular communication with the landlord regarding its liquidity position and the outstanding obligations. The parties have continued to discuss the timing and manner in which the outstanding amounts may be addressed. As a result of the non-adherence to the applicable payment schedules, additional interest has accrued on amounts outstanding in accordance with the terms of the applicable arrangements. 

The Company expects to address the non-adherence under the 2026 Promissory Note and its related lease obligations as part of its broader working capital plan. This is expected to include a combination of payments from future financing proceeds and continued discussions with the landlord regarding payment timing and other arrangements that may be appropriate in light of the Company's liquidity position.

The Company's ability to bring these obligations current will depend, in part, upon its ability to obtain additional financing. There can be no assurance that contemplated financings will be completed within the anticipated timeframe or at all, or that the Company and the landlord will agree upon any further amendments or arrangements relating to the outstanding obligations.

Second Amendment to 2023 Promissory Note

On February 24, 2023, the Company's wholly owned subsidiary, ZYUS Inc., closed on a promissory note in the principal amount of $100,000 with an interest rate of 12 percent per annum (the "2023 Promissory Note") that was originally scheduled to mature on August 24, 2025 (the "August 2025 Maturity Date"). On August 15, 2025, ZYUS Inc. and the lender amended the 2023 Promissory Note (the "August 2025 Amendment") to amend the August 2025 Maturity date from August 24, 2025 to August 24, 2026 (the "Amended Maturity Date"). Pursuant to the August 2025 Amendment, all accrued interest due and payable on the August 2025 maturity date was added to the principal outstanding. On August 24, 2026, ZYUS Inc. and the lender further amended the 2023 Promissory Note (the "August 2026 Amendment"). Pursuant to the August 2026 Amendment, all accrued interest due and payable on the August 2026 maturity date was added to the principal outstanding and the Amended Maturity Date was further amended to be August 24, 2027. The 2023 Promissory Note continued to bear interest at a rate of 12 percent per annum and the compounded principal amount, together with all accrued interest is due and payable on or before August 24, 2027.

Continuous Disclosure

The Company intends to continue providing disclosure regarding material developments affecting its liquidity, indebtedness and working capital position in accordance with applicable Canadian securities laws, including NI 51-102 and applicable TSXV policies.

Investors are encouraged to review the Company's financial statements, management's discussion and analysis and other continuous disclosure documents available under the Company's issuer profile on SEDAR+ for additional information concerning the Company's liquidity, going concern considerations, indebtedness, and financial condition.

Reinstatement to Trading

The Company is pleased to announce that the Exchange has accepted the reinstatement to trading of the Company's common shares ("Shares") on the TSXV under the symbol "ZYUS". Trading in respect of the Company's Shares is expected to recommence shortly following issuance of a TSXV bulletin in connection with the reinstatement.

About ZYUS Life Sciences Corporation

ZYUS (TSXV: ZYUS) is a life sciences company focused on the development and commercialization of novel cannabinoid-based pharmaceutical drug candidates for pain management. Through rigorous scientific exploration and clinical research, ZYUS aims to secure intellectual property protection, safeguarding its innovative therapies and bolstering shareholder value. ZYUS' unwavering commitment extends to obtaining regulatory approval of non-opioid-based pharmaceutical solutions, in pursuit of transformational impact on patients' lives. For additional information, visit www.zyus.com or follow us on X @ZYUSCorp.

Cautionary Note Regarding Forward-Looking Statements

Information and statements contained in this news release that are not historical facts are "forward-looking information" within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited, to the Company's current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "target", "intend", "estimate", "could", "should", "may", and will", or the negative of these terms, or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These forward-looking statements include statements relating to the Secured Loan, the Term Loan, the 2026 Promissory Note, and the 2023 Promissory Note (collectively, the "Debts"), as well as the Company's working capital plan, which includes proposed future financings, and the Company's reinstatement to trading. These forward-looking statements are based on current expectations and assumptions that involve a number of risks and uncertainties, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this news release. These risks and uncertainties include but are not limited to: the risk that the Company's reinstatement to trading is delayed or not completed; the Company's anticipated use of the proceeds from past or future financing transactions; the risk that no or limited additional funds are obtained under future financing transactions and that the Company is unable to access additional capital to fund its operations, satisfy its obligations or achieve its business objectives; regulatory approval of past and future financing transactions, including but not limited to the Debts, may not be obtained; the Company may not be able to manage, repay, or restructure the Debts; the Company may not be able to achieve or execute its working capital plan; the liquidity available to the Company may be insufficient to fund the Company's operations; the Company's creditors may not agree to continue to defer their obligations and the Company; the results from the Company's Phase 2a clinical trails being delayed or unsuccessful; and the factors discussed from time to time in the Company's filings with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR+ website at www.sedarplus.ca. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking information. Security holders, potential security holders, and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks, and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections, and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events, or other such factors that affect this information, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ZYUS Life Sciences Corporation

For further information please contact: ZYUS Media Inquiries, [email protected], 1-833-651-7723; ZYUS Investor Relations, [email protected]