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InnoCan Pharma files for US IPO of 3,750,000 units, with NYSE American listing sought

Tickers INNO

The filing assumes a $5.50 unit price, which would bring net proceeds of about $17.98 million. The financial statements carry a going-concern paragraph, and the accumulated deficit was $38,027,000 at September 30, 2025.

Key facts

Company
InnoCan Pharma Corporation (CSE: INNO)
News type
Financings
Primary source
InnoCan Pharma Corporation F-1 (2026-03-16)
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InnoCan Pharma Corporation (CSE: INNO) filed a Form F-1 registration statement on March 16, 2026 for an initial public offering of 3,750,000 units. Each unit is one common share and one warrant. The expected price is between $5.00 and $6.00 per unit. The company has applied to list its shares and warrants on the NYSE American under the symbols INNP and INNPW, and a national exchange listing is a condition of closing. Its shares now trade on the CSE, where the last reported sale price on March 6, 2026 was CAD$5.9 (approximately $4.32), below the assumed offering price.

The warrants would have an exercise price of $6.875 per share, equal to 125% of the public offering price per unit. They are immediately exercisable and expire five years after issuance. Buyers who would otherwise hold more than 4.99% of the common shares after the offering may take pre-funded units instead.

The final price will depend on market conditions and on negotiations between the company and the underwriters' representative. The prospectus uses an assumed price of $5.50 per unit, the midpoint of the range. A 45-day option lets the underwriter buy up to 562,500 more shares, pre-funded warrants or warrants.

Underwriter and advisers

The cover names ThinkEquity as the underwriter. The filing leaves the per-unit underwriting discount blank and says the underwriter will receive compensation beyond that discount, plus reimbursement of some expenses. The cover lists Greenberg Traurig, P.A., Gowling WLG (Canada) LLP and Sullivan & Worcester LLP among the firms to receive copies. It does not say which firm acts for the company and which for the underwriter.

Directors and executive officers have agreed to a 180-day lock-up with the representative, and holders of 5% or more of the shares have agreed to a 90-day lock-up.

The company has 4,498,772 common shares outstanding. That count excludes 232,666 shares issuable on options, 736,420 shares issuable on warrants and 127,391 shares issuable on conversion of a secured convertible debenture issued in March 2025.

Proceeds, losses and going concern

The company expects net proceeds of about $17.98 million, or $20.82 million if the over-allotment option is exercised in full. About $11.68 million of the base amount would fund research and development of human applications for LPT-CBD, aimed at an IND application for a Phase 1a study. About $4.49 million would fund veterinary applications, and about $1.80 million would go to marketing and sales in the United States.

The financial statements contain an explanatory paragraph on substantial doubt about the company's ability to continue as a going concern. The prospectus says the company has a history of losses, with accumulated deficits of $38,027,000 at September 30, 2025, $34,908,000 at December 31, 2024 and $33,074,000 at December 31, 2023. The company completed a 65-for-1 reverse split on September 5, 2025.

The technology

InnoCan describes itself as a pharmaceutical technology company with two segments, Pharmaceuticals and Consumer Wellness. Its core product is LPT-CBD, a synthetic cannabidiol-loaded liposome injection platform meant to release CBD into the bloodstream over a prolonged period. The company presents it as a non-opioid option for chronic pain.

The filing is direct about the evidence. The platform has been studied in animal models but has not been verified in humans, and the company has not yet submitted an IND or started clinical trials. A pre-IND meeting with the FDA has been held. The plan calls for scale-up work of about one year, starting about three months after the offering, then a GLP single-injection safety study with final reporting expected within 6 to 8 months. A 505(b)(2) application that uses Epidiolex as a scientific bridge is estimated to take 6 to 8 months.

The Phase 1a start is conditional. The filing says it would begin 30 days after an IND submission only if the safety results are acceptable and no clinical hold is issued.

What comes next

The company says it will move toward the IND for the Phase 1a study after the scale-up work, and it will pursue the veterinary program alongside. The filing does not give a closing date, a final unit price or a date for the NYSE American listing.

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