Core Viewpoint - Quantum BioPharma Ltd. is conducting a non-brokered private placement of up to 30 Class A Multiple Voting Shares at a price of $25 per share, aiming for gross proceeds of up to $750 million, primarily to enhance voting rights and for general working capital purposes [1][2]. Group 1: Offering Details - The private placement is expected to be fully subscribed by entities controlled by Zeeshan Saeed and Anthony Durkacz, existing holders of Class A Multiple Voting Shares [1][3]. - If fully subscribed, the voting rights attached to Class A Multiple Voting Shares will increase to 75.27%, nearly restoring the percentage to that at the time of the company's IPO in 2018 [2]. - The board of directors unanimously approved the Offering, excluding Saeed and Durkacz from discussions due to their interests [2]. Group 2: Related Party Transactions - The Offering involves related-party transactions as it is anticipated that Xorax Family Trust and Fortius Research and Trading Corp. will purchase all Class A Multiple Voting Shares issued [3]. - The transaction is expected to be exempt from formal valuation and minority shareholder approval requirements under MI 61-101, as the fair market value will not exceed 25% of the company's market capitalization [3]. Group 3: Shareholder Structure - Prior to a recent transfer, the Transferor and Joint Actors held approximately 50% of the outstanding Class A Multiple Voting Shares and 24.85% of the voting rights attached to all voting securities [7]. - Following the transfer of 77,000 Class B Subordinate Voting Shares, the ownership structure changed, with the Transferor and Joint Actors now holding approximately 23.77% of the voting rights [8]. Group 4: Company Overview - Quantum BioPharma focuses on developing innovative biopharmaceutical solutions for neurodegenerative and metabolic disorders, with its lead compound, Lucid-MS, aimed at treating multiple sclerosis [12]. - The company retains a 20.10% ownership in Unbuzzd Wellness Inc., which includes a royalty agreement for sales from its product unbuzzd™ [12].