ASEP MEDICAL HOLDINGS INC. (the "Company")
PART 1. SUMMARY OF OFFERING
What are we offering? LIFE Offering: 5,547,619 units (each, a "Unit"), with each Unit consisting of onecommon share of the Company (a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant is subject to a 60-day hold period and will entitle the holder to acquire one Share at a price of C$0.28 per Share for a period of 36 months following closing of the offering (the "Offering").
Subject to compliance with applicable regulatory requirements and in accordance with the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Exemption") and Coordinated Blanket Order 45-935 - Exemption from Certain Conditions of the Listed Issuer Financing Exemption (the "Order"), the Offering is being made to purchasers resident in all of the Provinces of Canada, other than Québec.
We will only close the Offering if we are able to complete the sale of all Units offered pursuant to this Offering.
Offering Amount: C$1,164,999. Offering Price: C$0.21 per Unit. Closing Date: The Offering is expected to close on or about March 31, 2026, or on suchother dates as the Company may determine, such date being no later than 45 days from the date the Company issues a press release announcing the Offering. The Offering may close in one or more tranches.
Exchange: The Shares are listed and posted for trading on the Canadian SecuritiesExchange (the "CSE") under the symbol "ASEP", on the OTCQB Market (the "OTC") under the symbol "SEPSF" and on the Frankfurt Stock Exchange (the "FSE") under the symbol "JJ8".
Last Closing Price: On February 27, 2026, the last trading day completed prior to the date ofthis Offering Document, the closing price of the Shares on the CSE was
C$0.23, on the OTC was US$0.01 and on the FSE was €0.12.
All references in this Offering Document to "dollars", "C$" or "$" are to Canadian dollars, unless otherwise stated.
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
The Company is conducting a listed issuer financing under section 5A.2 of the LIFE Exemption. In connection with the Offering, the Company represents the following is true:- The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
- The Company has filed all periodic and timely disclosure documents that it is required to have filed.
- The Company is relying on the exemptions in the Order and is qualified to distribute securities in reliance on the exemptions included in the Order.
- The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this Offering, will not exceed $25,000,000.
- The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
- The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Offering Document contains "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). In some cases, forward-looking statements can be identified by words or phrases such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", "assume", "budget", "strategy", "scheduled", "forecast", "target" or "likely", or the negative forms of these terms, or other similar expressions (or variations of such words or phrases) or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. In particular, forward-looking statements in this Offering Document include, but are not limited to, statements with respect to: future financial or operating performance of the Company, including the Company's anticipated uses of its available funds; the Company's operating plans and strategies; the Company's requirements for additional capital, the adequacy of the Company's financial resources (and its ability to continue as a going concern) and the Company's ability to raise additional capital and/or pursue additional strategic options, including the potential impact on the Company's business, financial condition and results of operations of doing so or not; and capital allocation plans. All statements other than statements of historical fact included in this Offering Document, including, without limitation, statements regarding the future plans and objectives of the Company, predictions, expectations, beliefs, projections, assumptions or future events are forward-looking statements.
These forward-looking statements are not historical facts and are not guarantees of future performance and involve assumptions, estimates and risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Forward-looking statements are based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made concerning anticipated financial performance, business prospects, strategies, regulatory developments, development plans and activities, commitments and future opportunities, many of which are difficult to predict and beyond our control. In connection with the forward-looking statements contained in this Offering Document we have made certain assumptions about, among other things, the Company's business operations, including that no significant event will occur outside the Company's normal course of business operations; the future impact of pandemics, endemics and epidemics; that the Company spends its available funds as currently anticipated; the Company's financial resources and its ability to raise any necessary additional capital on reasonable terms; general business and economic conditions; the accuracy of budgeted costs and expenditures; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; the Company's ability to attract and retain skilled personnel and directors; political and regulatory stability; competitive conditions; market (including labour, financial and capital market) conditions in Canada and in other geographic regions; and stability in the requirements placed on the Company under applicable laws. Although management considers those assumptions to be reasonable on the date of this Offering Document based on information currently available to us, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause action results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained in this Offering Document.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, actions, events, conditions, performance or achievements to be materially different from those expressed or implied by the forward-looking statements, including, without limitation, those related to: continuing as a going concern; the use of the Company's available funds being at the discretion of management; development and operating risks; the dependence of the Company on its key personnel; conflicts of interest; information technology, including cyber security risks; minority interests, joint venture operations and similar arrangements; potential acquisitions and their integration with the Company's business; compliance with laws; the Company's requirements for additional capital; adverse general economic conditions; investment in the Shares; and the potential for dilution to holders of the Shares; the volatility of the market price for the Shares.
The factors identified above are not intended to represent a complete list of the risks and factors that could affect any of the forward-looking statements. Some of the important risks and factors that could affect forward-looking statements are discussed in the section entitled "Risk and Uncertainties" in the Company's management's discussion and analysis for the nine months ended September 30, 2025 and 2024, filed on the Company's SEDAR+ profile at https://www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performance or achievements not to be as anticipated, estimated or intended. Forward-looking statements are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The forward-looking statements contained herein are made as of the date of this Offering Document and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
PART 2. SUMMARY DESCRIPTION OF BUSINESS
What is our business?The Company was incorporated under the Business Corporations Act (British Columbia) on January 20, 2021. The Company is focused on combating global health issues through diagnostic and therapeutic solutions by acquiring research, assets, technologies and businesses in the areas of life sciences and medical diagnostics. It has done this by strategic investment leading to majority ownership of two private British Columbia companies, a sepsis diagnostics company Sepset Biosciences Inc. ("Sepset") and anti-biofilm therapeutics company ABT Innovations Inc.
The Company's head office is located at Unit 202, 4400 Chatterton Way, Victoria, BC V8X 5J2.
Recent developmentsOn February 21, 2025, the Company settled debt owed to certain arms-length creditors in the aggregate amount of $440,585, in exchange for 6,778,230 Shares at a price of $0.065 per Share.
On April 8, 2025, the Company settled debt owed to certain creditors in the aggregate amount of
$1,343,699, in exchange for 26,873,980 Shares at a price of $0.05 per Share.
On April 15, 2025, the Company announced the consolidation of the fully paid and issued Shares on the basis of one post-consolidation Share for each ten pre-consolidation Shares.
On May 7, 2025, the Company announced that its principal regulator, the British Columbia Securities Commission (the "BCSC"), issued a "failure to file" cease trade order ("FFCTO"), in accordance with Multilateral Instrument 11-103 - Failure-to-File Cease Trade Orders in Multiple Jurisdictions. As a result of the FFCTO, the CSE had suspended trading in the Company's securities.
On September 12, 2025, the Company announced its subsidiary, SafeCoat Medical Inc., terminated its start-up license agreement with The University of British Columbia dated July 20, 2023, as amended on April 25, 2024 and November 1, 2024.
On September 12, 2025, the Company announced its subsidiary, Sepset, had closed the transfer of RMB 5,000,000 of the registered capital of Hunan Sanway SepSMART Ltd. ("SepSMART") to Sansure Biotech Inc. for cash consideration of RMB 5,000,000 (C$964,320). Following the transfer, Sepset held RMB 7,500,000 of the registered capital of SepSMART (15% ownership stake).
On November 10, 2025, the Company announced that on August 1, 2025, it had entered into a patent licensing agreement with Shanghai Bondent Technology Co., Ltd.
On December 16, 2025, the Company announced the BCSC had issued a revocation order lifting the FFCTO, resuming the trading of the Shares.
On February 23, 2026, the Company announced its Chief Executive Officer and Chairman, Dr. Robert Hancock has stepped down from these roles.
On February 27, 2026, the Company announced Richard Heinzl as the interim Chief Executive Officer and Chairman.
There are no material facts about the securities being distributed that have not been disclosed in this
