Delayed US$33M close deepens Zelira’s liquidity and ASX suspension risks

HOPE 1 funding has not yet reached Zelira

Zelira Therapeutics Ltd (ASX:ZLD, OTCQB:ZLDAF) is still waiting for the central event in its clinical strategy: the transfer of funds under a proposed US$32.98 million fundraising for the HOPE 1 special purpose vehicle. Definitive agreements have been signed with ThirdGate Capital, but the close has been extended after complications delayed the transfer of funds.

The distinction matters. Zelira’s filing describes the fundraising as committed and says both parties remain focused on closing it, but the cash had not arrived by 30 September 2026. The transaction would take total equity issued by the SPV to US$36.558 million, with Zelira retaining a 39.70% fully diluted interest and valuing its stake at US$26.185 million.

A$47,000 cash leaves little room for delay

For the quarter, Zelira reported net operating cash outflow of A$56,000 and ended September with A$47,000 in cash and cash equivalents. Its Appendix 4C estimates just 0.8 quarters of funding at the reported burn rate, with no unused finance facilities available.

Operating expenses were sharply lower than in the previous quarter, including A$1,000 of research and development, A$24,000 of staff costs and A$24,000 of administration and corporate costs. The filing attributes the changes to payment timing, rather than presenting the lower spending as a new operating run rate. Zelira also reported A$42,000 in investing cash inflows from loans during the quarter.

The company’s financing table records A$2.563 million of drawn director loan facilities, carrying interest of 20% per annum paid monthly. Several facilities are repayable at call, while two smaller facilities mature in March and June 2027. The filing identifies A$2,000 of related-party payments during the quarter as director services.

FDA submission and first dosing await the SPV close

The HOPE 1 SPV is intended to fund an Investigational New Drug submission to the US Food and Drug Administration and the start of a Phase 1 trial, which would represent the product’s first formal dosing in humans under the FDA process. The program is being positioned around the FDA’s 505(b)(2) pathway, although the filing does not provide a revised timetable for either milestone.

The fundraising was previously presented as a near-US$33 million transaction to advance HOPE 1’s FDA program, including in the earlier HOPE 1 fundraising. The current report makes clear that the next operational steps remain dependent on the funds actually being transferred and the SPV transaction closing. The SPV is also expected to pay licence fees for Zelira’s Zyraydi technology, used to reformulate HOPE 1 into a free-flowing powder and capsule.

Quotation suspension remains unresolved

Zelira has been suspended from ASX quotation since 2 March 2026 under Listing Rule 17.5 after failing to lodge a periodic report by its due date. The company says it will lodge its 31 December 2025 interim financial statements and 30 June 2026 annual financial statements shortly after the fundraising closes, then seek reinstatement.

That sequence leaves shareholders facing two linked dependencies: ThirdGate’s funds must arrive before Zelira can advance the stated HOPE 1 program, while the overdue accounts remain outstanding before the company can seek to restore quotation. Until both steps occur, the clinical plan is largely a stated intention rather than an active funded trial program.