BirchBioMed Inc. Filed Direct listing

What the company does

BirchBioMed Inc. is a clinical stage biopharmaceutical company focused on developing treatments for scarring (fibrosis) and related skin disorders, certain autoimmune diseases, and organ fibrosis. The Company holds exclusive, worldwide, non-perpetual pharmaceutical licenses from the University of British Columbia for two scientific technologies, FS1/FS2 and AI-001. Its main strategic focus is developing its lead product candidate, FS2 (kynurenic acid), as a prescription medicine for the treatment of severe diseases with highly unmet medical needs, including burns and organ fibrosis. It is also developing AI-001 for the treatment of type 1 diabetes and Alopecia Areata.

Use of proceeds

The Company will not receive any proceeds from the sale of common shares by the Registered Shareholders. The Company stated it will need to raise additional capital to fund its planned operating expenses for the next twelve months and will continue to attempt to raise additional debt and/or equity financing to fund future operations and provide additional working capital.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1 0001493152-26-037435, filed Aug 12, 2026 and verified against that filing text.

Key risk factors

• Investor traceability and Securities Act liability

  “As a result, investors in this offering may have fewer legal protections compared to investors in a traditional initial public offering, which could adversely affect investor confidence and demand for our common shares.”

• No active or orderly trading market may develop

  “Therefore, an active, liquid, and orderly trading market for our common shares may not initially develop or be sustained, which could significantly depress and result in significant volatility in the price of our common shares.”

• Differences from an underwritten IPO

  “The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.”

• Listing condition to the offering

  “If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common shares on Nasdaq, we will not complete this Direct Listing.”

• Controlled company status

  “Additionally, we are, and following the completion of this offering, will continue to be, a "controlled company" as defined under Nasdaq Marketplace Rules 5615(c), because four of our shareholders, including Mark Miller, our Chief Executive Officer and Chairman of our Board of Directors, and Susan Elliot, our Chief Operating Officer and a director, will be able to exercise in excess of 50% of the aggregate voting power of our issued and outstanding common shares and will be able to determine all matters requiring approval by our shareholders, immediately after the consummation of this offering.”

• Need for additional capital

  “We estimate that we will need to raise additional capital to fund our planned operating expenses for the next twelve months.”