--- title: "StageZero Announces Partial Revocation of Failure to File Cease Trade Order and Proposed Financing" type: "News" locale: "en" url: "https://longbridge.com/en/news/273150026.md" description: "StageZero Life Sciences, Ltd. announced a Partial Revocation Order from the Ontario Securities Commission, allowing the company to conduct a private placement financing of up to $2.5 million through secured convertible debentures. The financing aims to resolve outstanding fees and prepare audited financial statements while the failure-to-file cease trade order remains in effect. The company plans to apply for a full revocation of the cease trade order after the financing. The private placement is subject to NEX approval and will be offered to accredited investors in Ontario, British Columbia, and Alberta." datetime: "2026-01-21T00:30:19.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/273150026.md) - [en](https://longbridge.com/en/news/273150026.md) - [zh-HK](https://longbridge.com/zh-HK/news/273150026.md) --- # StageZero Announces Partial Revocation of Failure to File Cease Trade Order and Proposed Financing (TheNewswire) TORONTO, January 20, 2026 – TheNewswire -(StageZero Life Sciences, Ltd. (the “Company” or “StageZero”) (NEX: SZLS.H) announces that the OntarioSecurities Commission (“OSC” or “Principal Regulator”) issued an order dated January 19, 2026 (the “Partial RevocationOrder”) partially revoking the failure-to-file cease tradeorder issued against the Company on April 8, 2024 (the “FFCTO“) for failing to file certain outstandingcontinuous disclosure documents (collectively, the “Documents”) within the timeframes prescribed by applicablesecurities laws. The Partial Revocation Order permits the Company to conduct afinancing on a private placement basis (the “ProposedFinancing”). The FFCTO continues to apply in all otherrespects. The Partial Revocation Order permits the Company to complete a privateplacement (the “PrivatePlacement”) by convertible debt offering up to $2,500,000 of$1,000 principal amount of secured convertible debentures (“Convertible Debentures”) bearingan interest of 8-12% per annum. The terms and conditions of the Convertible Debentures will providethat the Convertible Debentures cannot be converted into common sharesuntil a full revocation order is obtained in respect of the FFCTO. The Company intends to use the proceeds of the Private Placement toresolve outstanding fees, prepare audited annual financial statementsand pay all other costs associated with applying for a full revocationof the FFCTO, with the remainder for general working capital purposes. The preparation and filing of the continuous disclosure documents areintended to occur within a reasonable period of time following thecompletion of the Private Placement. The Company also intends to applyto the Principal Regulator for a full revocation of the FFCTO withinthat time period. Other than the failure to file the unfiled Documents, the Company isnot in default of any of the requirements of the Securities Act(Ontario), (the “Act”), orthe rules and regulations made under the Act and is not in default ofthe requirements of the FFCTO. The Private Placement will be conducted on a prospectus exempt basisand each distribution made in respect of the Private Placement will beto subscribers who qualify for the accredited investor prospectusexemption in accordance with section 73.3 of the Securities Act (Ontario) andsection 2.3 of National Instrument 45-106 Prospectus Exemptions. ThePrivate Placement is intended to take place with subscribers locatedin the provinces of Ontario, British Columbia and Alberta. The Company reasonably believes the Private Placement will besufficient to bring its continuous disclosure obligations up to dateand pay all related outstanding fees, pay costs in connection with anapplication for a full revocation of the FFCTO, and provide it withsufficient working capital to meet its obligations and continue itsbusiness until the FFCTO s fully revoked. Prior to completion of the Private Placement, each Investor willreceive a copy of the FFCTO and the Partial Revocation Order, and willbe required to provide a signed and dated acknowledgement to theCompany that all of the Company’s securities,including the Common Shares issued in the Proposed Financing, willremain subject to the FFCTO until such order is fully revoked, andthat the granting of the Partial Revocation Order by the OSC does notguarantee the issuance of a full revocation order in the future. The Proposed Financing is subject to the approval of the NEX. TheCompany is applying to the NEX for approval in connection with theProposed Financing. There can be no assurances that the Proposed Financing will becompleted on the terms set out herein, or at all, or that the proceedsof the Proposed Financing will be sufficient for the purposes of theCompany. About StageZero Life Sciences,Ltd. StageZero Life Sciences, Ltd. is a verticallyintegrated healthcare company dedicated to improving the earlydetection and management of cancer and other chronic diseases throughnext-generation diagnostics (Aristotle) and unique telehealth programsthat provide clinical interventions to assist patients who currentlyhave cancer (COC Protocol) as well as help patients reduce the risk ofdeveloping late-stage disease (AVRT™). The Company's next generation test, Aristotle®,is the first ever mRNA multi-cancer panel for simultaneously screeningfor multiple cancers from a single sample of blood with highsensitivity and specificity for each cancer. Aristotle® uses mRNAtechnology to identify the molecular signatures of multiple cancertypes and is built on the Company's patented technology platform,the Sentinel Principle. The Sentinel Principle has been validated inmore than 9,000 patients and used by more than 100,000 patients inNorth America. The Care Oncology Clinic offers a supervised treatmentregimen (the COC Protocol) for people diagnosed with cancer of anytype or stage. Developed by scientists and oncologists, the COCProtocol is intended for adjunctive administration alongsidestandard-of-care cancer therapy. SOURCE StageZero Life Science, Ltd. Stay Connected For more information about StageZero, visit www.StageZerolifesciences.com, For further information pleasecontact: InvestorRelations RebeccaGreco rgreco@stagezerols.com Cautionary Note Regarding Forward-Looking Information andStatements This news releasecontains “forward-looking information” within the meaning of applicablesecurities laws. Forward-looking information contained in this pressrelease may be identified by the use of words such as,“may”, “would”, “could”, “will”,“likely”, “expect”, “anticipate”, “believe, “intend”,“plan”, “forecast”, “project”, “estimate”, “outlook” and othersimilar expressions, and includes statements concerning theCompany’sintent to conduct the Private Placement, its belief that the proceedswill be sufficient to pay to bring its continuous disclosure record upto date, and its intent to file for a full revocation of the FFCTO,reinstatement of trading on the TSX, the ability to obtain thenecessary approvals in connection with the Private Placement, and withrespect to the timing for the filing of the Documents. Forward-lookinginformation is not a guarantee of future performance and is based upona number of estimates and assumptions of management in light ofmanagement’sexperience and perception of trends, current conditions and expecteddevelopments, as well as other factors relevant in the circumstances,including assumptions in respect of current and future marketconditions, the current and future regulatory environment; and theavailability of licenses, approvals and permits. Although the Companybelieves that the expectations and assumptions on which such forwardlooking information is based are reasonable, undue reliance should notbe placed on the forward looking information because the Company cangive no assurance that they will prove to be correct. Actual resultsand developments may differ materially from those contemplated bythese statements. Forward-looking information is subject to a varietyof risks and uncertainties that could cause actual events or resultsto differ materially from those projected in the forward-lookinginformation. Such risks and uncertainties include, but are not limitedto current and future market conditions, including the market price ofthe common shares of the Company, and the risk factors set out in theCompany’sannual information form dated March 31, 2023 filled with the Canadiansecurities regulators and available under theCompany’sprofile on SEDAR at www.sedar.com . The statements in this pressrelease are made as of the date of this release. The Company disclaimsany intent or obligation to update any forward-looking information,whether as a result of new information, future events or results orotherwise, other than as required by applicable securitieslaws. 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