TORONTO, Oct. 02, 2025 (GLOBE NEWSWIRE) -- Rockcliffe Labs Inc. (“Rockcliffe Labs” or the “Company”), a Canadian biotechnology venture creation platform, announces the launch of a $75 million non-brokered private placement in Canada (the “Offering”) at $10.00 per common share. The Offering reflects a post-money valuation of approximately $300 million and is structured as the development financing contemplated under Rockcliffe Labs’ license term sheet with a Canadian university.
As part of that license, the Canadian university will hold a 7.5% equity interest in Rockcliffe Labs, equal to approximately 2.25 million shares valued at $22.5 million at the Offering price. This equity position includes anti-dilution protection until completion of the development financing, aligning the university’s interests with Rockcliffe Labs and its investors.
Strategic Positioning
Rockcliffe Labs is structured as a biotechnology venture creation platform, designed to integrate Canadian academic research with the clinical, regulatory, and commercialization expertise required to bring therapies to market. Unlike single-asset biotechs, Rockcliffe Labs develops multiple programs within a unified framework, creating a diversified pipeline and allowing risk to be spread across a portfolio of technologies.
Lead Program: Sepsis Biomarker–Based Candidate
The lead program licensed from a Canadian university is a late-stage biomarker–based candidate for sepsis, one of the most serious and costly conditions encountered in intensive care. Sepsis remains a large unmet medical need with limited therapeutic options and substantial global mortality and morbidity. Rockcliffe Labs intends to advance the program toward Phase 3 clinical trials in Canada within twelve (12) months of execution of the definitive license agreement, with a parallel U.S. regulatory path prepared if required.
Territory and Expansion
The license provides exclusive rights in North America, with options to expand into additional regions including Europe, Asia (excluding China), South America, Australia/New Zealand, the Middle East, and Africa. Rights in China remain licensed separately, representing a potential future partnering opportunity.
Capitalization Summary (Post-Financing at ~$300M Valuation)
| Holder / Group | Shares (M) | % Ownership | Value ($M) | |
| Founders & Early Shareholders | 25.25 | 72.2% | 252.5 | |
| Canadian University (equity under license) | 2.25 | 6.4% | 22.5 | |
| New Canadian Investors (this Offering) | 7.50 | 21.4% | 75.0 | |
Roadmap and Next Steps
Proceeds from the Offering will be allocated to: advancing the sepsis biomarker–based program to Phase 3 readiness in Canada; expanding regulatory engagement with Health Canada; building the infrastructure required to support clinical development and commercialization; and growing Rockcliffe Labs’ venture creation platform to incorporate additional Canadian academic partnerships and pipeline assets.
About Rockcliffe Labs
Rockcliffe Labs Inc. is a Canadian biotechnology platform that creates ventures at the intersection of academic discovery and capital markets execution. By licensing breakthrough technologies from leading Canadian research institutions and providing the clinical, regulatory, and commercial frameworks to advance them, Rockcliffe Labs develops multi-asset pipelines across pharmaceuticals, diagnostics, and bio-based technologies.
Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws, including statements regarding: the Offering (including its size, terms, and completion), the development timeline and clinical milestones for the sepsis biomarker–based program (including initiation of Phase 3), regulatory pathways, commercialization opportunities, and Rockcliffe Labs’ platform strategy. Forward-looking information is based on management’s current expectations and assumptions and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Except as required by law, Rockcliffe Labs undertakes no obligation to update or revise such information.
No Offer or Solicitation (Canada)
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. The Offering is being conducted exclusively in Canada pursuant to available prospectus exemptions under applicable Canadian securities laws. The securities described herein will not be offered or sold to the public, and any resale of such securities must be made in accordance with applicable Canadian securities laws.
Media & Investor Contacts
Rockcliffe Labs Inc. (Media)
Email: media@rockcliffelabs.com
Rockcliffe Labs Inc. (Investors)
Email: ir@rockcliffelabs.com
