Novamind (NM) is planning to acquire two Arizona-based ketamine clinics from Foundations for Change. The founder of Foundations for Change, who specializes in treating veterans and first responders, will be the Medical Director of both clinics.
HAVN Life (HAVN) entered into an agreement to acquire Spore Life Sciences, a subscription-based functional mushroom company with current sales exceeding $1M per month.
Toronto, Ontario–(Newsfile Corp. – December 8, 2021) – Canbud Distribution Corp. (CSE: CBDX) (“Canbud” or the “Corporation“) is pleased to announce that, further to its news release of August 9, 2021, it has entered into a definitive merger agreement (the “Merger Agreement“) with Steep Hill, Inc. (“Steep Hill“) and Canbud Merger Sub, Inc. (“Subco“), a wholly-owned subsidiary of Canbud, on December 7, 2021 pursuant to which it agreed to acquire all of the outstanding securities of Steep Hill by way of a triangular merger (the “Transaction“). The Transaction is subject to receipt of all necessary regulatory approvals and certain other conditions as described below.
About Steep Hill Inc.
Steep Hill is a leading cannabis science company with significant footprints in lab testing and research and development. Steep Hill’s foundation was built on testing and analyzing medical and recreational cannabis to ensure compliance with current safety standards. In 2008, Steep Hill opened the first commercial cannabis lab in the United States. With the goal of helping the rest of the world adopt “best practices” in cannabis testing, the Steep Hill also provides expert consulting services in the United States and elsewhere in the world.
The Transaction
Under the terms of the Merger Agreement, the parties agreed to complete the Transaction, pursuant to which Subco will merge with Steep Hill under the Delaware General Corporation Law and continue as a new corporation, wholly-owned by Canbud, and the holders of shares of Steep Hill (the “SH Shares“) immediately prior to the merger will receive 0.096 of a common share of Canbud (each, a “Canbud Share“) for each SH Share, or an aggregate of 82,000,000 Canbud Shares, in exchange for their SH Shares. In addition, upon closing of the Transaction, the Corporation will issue 2,870,000 Canbud Shares as an advisory fee (the “Advisory Fee Shares“).
Upon closing of the Transaction, the holders of SH Shares prior thereto are expected to own approximately 34.01% of the outstanding Canbud Shares on a non-diluted basis and before giving effect to the issuance of any Advisory Fee Shares. The Canbud Shares issued in exchange for SH Shares will be subject to resale restrictions, such that the holders thereof will be permitted to trade 25% of such Canbud Shares on the date that is four months from the closing date of the Transaction, and a further 25% of such Canbud Shares on the dates that are seven, 10 and 13 months after the closing date.
Upon closing of the Transaction, all directors of Steep Hill are expected to resign, while key Steep Hill management personnel are expected to continue in their respective positions of the merged entity carrying on the business of Steep Hill.
Completion of the Transaction is subject to a number of conditions, including, without limitation, the following:
Steve Singh, CEO of Canbud stated: “The Steep Hill combination represents a key growth strategy for Canbud to expand into the United States and Mexico. Coupled with the acquisition of Molecular Science Corp. in July, Canbud is now well-positioned to be a leading participant in the cross-border analytical testing services industry. With the potential for federal deregulation in the United States, Canbud will be uniquely situated to partner with Canadian and U.S. Multi -State Operators (“MSOs”) to provide regulatory and consumer safety testing services. Given the extensive geographic footprint of Steep Hill, combined with the strong technical expertise across the combined company, we have laid the foundation for a strong and sustainable business model.”
Nigel Stobart, CEO of Steep Hill, added: “We are pleased to join with Canbud to address what both companies believe to be an incredibly attractive global cannabis testing market. Not only will Canbud provide financial resources to accelerate Steep Hill’s continued geographic expansion, it will also provide Steep Hill’s existing and future licensees with a global platform of plant-based science leadership. Steep Hill currently has licensee partnerships in 11 territories across the U.S. and Mexico, and we look forward to expanding that footprint upon completion of the Transaction. Canbud recognizes the value of the Steep Hill brand name in the cannabis testing marketplace, and we are pleased that it will continue on after the Proposed Transaction.”
The Transaction is an arms’ length transaction for the Corporation and, if completed, will not constitute a fundamental change or result in a change of control of the Corporation, within the meaning of the policies of the Canadian Securities Exchange.
Completion of the Transaction is subject to a number of conditions, including the approval of the merger by Steep Hill’s shareholders. There can be no assurance that the transaction will be completed as proposed or at all.
About Canbud Distribution Corp.
Canbud is an early-stage science and technology company focused on providing products and services within the hemp and cannabis space. The Company’s focus is on two strategic initiatives: (i) Science and technology – to provide science-backed differentiated products and services that are critical within the sector, and (ii) Quality and compliance – to ensure all products and services meet the highest standards of quality, safety and adherence to compliance standards and requirements.
Notice Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, management’s expectations with respect to the potential of the Transaction to contribute to the Corporation’s growth potential and strategy, and its ability to generate revenue and the completion of the Transaction. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to closing of the Transaction will be satisfied, that the Transaction will be completed and assumptions about the operations, financial condition and future performance of Steep Hill and the Corporation. Although the Corporation considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions have not been obtained in connection with the Transaction, and the risk that the Transaction is not approved or completed on the terms set out in the definitive agreement between the parties. Although the Corporation’s management believes that the expectations reflected in forward looking statements are reasonable, the Corporation can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
For further information, please contact:
Robert Tjandra, President
Tel: 416-847-7312
Email: ir@canbudcorp.com
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
CAPE TOWN, SA / ACCESSWIRE / December 8, 2021 / WUHAN GENERAL GROUP (CHINA), INC. (OTC PINK:WUHN) (“WGG” or the “Company”), a bioceutical company focused on alternative plant-based cannabinoids and mental health therapeutic research is pleased to share the following update:
Following the acquisition of 60% of Tsime Pharmaceuticals and Medical Supplies (Pty) Ltd (“Tsime”) in 2020, WGG has now reached an agreement with the remaining shareholders to acquire their shares in exchange for shares in WUHN.
Tsime obtained a license in Lesotho to cultivate, process, and export cannabis for medicinal and scientific purposes and any other legal use.
“A key advantage of the Tsime Lesotho license is that it permits the cultivation, processing, and export of medical cannabis under one single license known as an “Operator’s license”. Other countries require separate licenses for the cultivation, extraction, and sale of final products – it’s a real big win for all stakeholders. By owning 100% of Tsime, we’ve streamlined the group structure in preparation of the construction of the new greenhouses, post-harvest production stations, research facilities, and laboratories.”, commented Jeff Robinson, Wuhan General Group CEO.
“We are equally excited by the Wuhan Group’s other activities. Holding shares in Wuhan allows us to continually benefit from the development of Tsime as one of the Group’s subsidiaries. Mr. Robinson has demonstrated exceptional leadership skills and a remarkable vision for the future, we are very happy to be long term shareholders.”, says Bataung Likate, a Lesotho national and one of the selling shareholders.
About Wuhan General Group, Inc./ M2Bio Sciences, Inc
Wuhan General Group, Inc. (DBA M2bio Sciences), through its wholly-owned subsidiary MJ MedTech is a nutraceutical biotechnology company focused on alternative plant-based cannabinoids and psilocybin medical research that develops and commercializes a range of CBD and mushrooms-based products under Dr. AnnaRx™, Medspresso™, and Liviana™ brands. In addition, our research and clinical trials with psilocybin are aimed at new therapies that will help patients who suffer from alcohol addiction, mental illness, and cardiovascular diseases. Our mission is to advance botanical-based medicine to the forefront by deploying best-practice science and medicine, clinical research, and emerging technologies. The Company is traded on the Over-the-Counter Bulletin Board of NASDAQ under the trading symbol “WUHN”.
Publicly traded company (OTC PINK:WUHN)
Website: www.m2bio.co
E-mail: info@m2bio.co
Follow us on Twitter: https://twitter.com/m2bio
Follow us on Facebook: http://www.facebook.com/m2bio
Follow us on Instagram: https://www.instagram.com/m2bio.sciences
Forward-Looking Statements:
Safe Harbour Statement – In addition to historical information, this press release may contain statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release include the intent, belief, or expectations of the Company and members of its management team with respect to the Company’s future business operations and the assumptions upon which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause these differences include, but are not limited to, failure to complete anticipated sales under negotiations, lack of revenue growth, client discontinuances, failure to realize improvements in performance, efficiency and profitability, and adverse developments with respect to litigation or increased litigation costs, the operation or performance of the Company’s business units or the market price of its common stock. Additional factors that could cause actual results to differ materially from those contemplated within this press release can also be found on the Company’s website. The Company disclaims any responsibility to update any forward-looking statements.
SOURCE: Wuhan General Group, Inc./ M2Bio Sciences, Inc.
View source version on accesswire.com:
https://www.accesswire.com/676506/Wuhan-Acquires-Remaining-Shares-in-Tsime
Vancouver, Canada, and Uttenweiler, Germany (December 6, 2021) – XPhyto Therapeutics Corp. (CSE:XPHY / OTC:XPHYF / FSE:4XT) (“XPhyto” or the “Company”) is pleased to announce that the acquisition of 3a-diagnostics GmbH (“3a”), first announced July 20, 2021, is now complete.
“The strategic acquisition of 3a is a transformative step in XPhyto’s commercial strategy,” said Peter Damouni, XPhyto director. “The integration of a highly innovative European biosensor development company places XPhyto at the forefront of the rapid point-of-care test industry, an explosive and technology driven sector. This transaction is the second acquisition since going public in August 2019. XPhyto completed the takeover of Vektor Pharma TF GmbH in September 2019. The corporate strategy of acquiring high-tech biotechnology and pharma companies showcases the potential growth acceleration and synergies for XPhyto’s biosensors, diagnostics and drug delivery portfolios.”
3a is a research-based biotechnology company located Southeast of Stuttgart, Germany, specializing in the development, production and marketing of point-of-care (PoC) test systems. 3a has developed and patented a pipeline of oral biosensor screening tests for bacterial and viral infectious diseases, including stomatitis, periimplantitis, periodontitis, group A strep, and influenza A. The company has developed a high-throughput biosensor screening platform for rapid identification of new biosensor targets. 3a has also received grant funding from the German Federal Ministry of Education and Research for the development of real-time, low-cost and easy-to-use oral screening tests for the rapid detection of influenza A variants that are high-risk pandemic threats such as H1N1 and H5N1.
3a’s COVID-19 portfolio includes “Covid-ID Lab” a rapid point-of-care PCR test platform with a CE mark approved for sale in Europe. Total processing time is 25 minutes with minimal equipment and training. On July 28, 2021, XPhyto and 3a announced the identification of the first saliva activated “in-mouth” biosensor candidates for the detection of a COVID-19 infection. This research is the foundation for the development of the first enzyme-activated biosensors for real-time, low-cost and easy-to-use oral screening applications for the rapid detection of COVID-19.
The Company has recently received an EU commercial registration number to sell its biosensor for mouth related infections and oral inflammation, announced August 30, 2021. This product has application for the global oral health and cosmetic dentistry market. The Global Dental Services Market is expected to be $435 billion in 2021 according to MedicalExpo e-magazine and projected to reach $698.8 billion by 2030 and is growing at a CAGR of 6.4% according to Precedence Research.
“With the integration of 3a’s biosensor technology into our next-generation ODF platform, we are excited to be positioned to transform and dominate the market for rapid screening tests for a wide range of infectious diseases, including COVID-19, with highly affordable rapid oral tests starting in the coming year,” says Prof. Dr. Thomas Beckert, Managing Director of Vektor Pharma TF GmbH, a wholly owned subsidiary of XPhyto. He adds, “we have several biosensors in the development pipeline and plan to enter the market with low-cost rapid tests for infectious diseases, for which there are currently no rapid tests available, as early as 2022. We are very confident and excited to have the opportunity to revolutionize the diagnostics and rapid test market with products based on our integrated proprietary technologies, that are unique and leading in the world.”
The acquisition of 3a is projected to produce significant synergies in research and development and manufacturing; significantly improved margins for commercial products, such as Covid-ID Lab; as well as expedite commercialization of products in 3a’s near-market development pipeline. 3a’s intellectual property, including patents, know-how, expertise and contracts are included in the acquisition.
Executive management of 3a will be led by Prof. Dr. Beckert, managing director of Vektor Pharma TF GmbH. Prof Dr. Beckert is a German-based scientist and experienced corporate executive who is leading XPhyto’s drug formulation and diagnostics operations.
The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain the COVID-19 pandemic.
Telescope Innovations (TELI) acquired the rights to the University of British Columbia’s research on synthetic psilocybin in exchange for 1M common shares at $0.99 each.
VANCOUVER, BC, CANADA (November 23, 2021) – LOVE Pharma Inc. (“LOVE” and or the “Company”)(CSE: LUV) (FSE: G1Q0), is pleased to announce that it has executed a Letter of Intent (”LOI”) to acquire 100% of MicroDoz Therapy Inc. (“MicroDoz”), which has an exclusive partnership and license with a world leading university to conduct a landmark study into the efficacy of psilocybin assisted treatment of cannabis use disorder. Upon the closing of the definitive agreement, the Company expects to release the details of the program and university partner.
This new partnership and development program will add to the Company’s comprehensive portfolio of intellectual property and further validate the Company’s effort to be a frontrunner in the psychedelics and therapeutics space.
Terms of the Deal:
“LOVE’s existing portfolio is at the leading edge of innovation and our new product development will continue to build upon that foundation, aiming to establish new customer applications as we seek to define the psychedelics and therapeutics space,” said Mr. Zach Stadnyk, LOVE President and CEO. “Science and efficacy are paramount to our strategy, as a result we seized the opportunity to acquire MicroDoz to expedite what will be a landmark study with a world leading university to establish our Biosynthetic Psilocybin Infused Oral Strip as a product with the highest standard of efficacy, establishing the highest level of consumer confidence.“
In addition, pursuant to the company’s stock option plan, the Company has issued 19,250,000 incentive stock options to certain officers, directors, employees, and consultants of the issuer exercisable at a price of $0.05 per share for a period of five (5) years, vesting immediately.
About Love Pharma Inc.
With a focus on the global sexual Health and Wellness markets, LOVE Pharma Inc. (CSE: LUV) (FSE: G1Q0) was founded in 2020, with a mission to bring to market innovative products that enhance sexual health and wellness while providing an improved quality of life. LOVE Pharma Inc. holds exclusive licenses to produce market, package, sell, and distribute patent-protected therapeutic and pharmaceutical products throughout Europe, the United Kingdom, and North America.
For further information, please contact:
Investor Relations
Telephone: 1 (604) 343-2977
E-mail: investors@love-pharma.com
www.love-pharma.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statement Disclaimer
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities legislation (together, “forward-looking statements”. Forward-looking statements can be identified by the expressions “seeks”, “expects”, “believes”, “estimates”, “will”, “target” and similar expressions. The forward-looking statements are not historical facts, but reflect the current expectations of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking events and circumstances discussed in this release include, but are not limited to, the acquisition of MicroDoz and the timing of the acquisition, the possibility of success associated with the study, the ability of the Company to fulfill all conditions to closing, and the outcome and anticipated benefits of the acquisition. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release. These forward-looking statements may be affected by risks and uncertainties in the business of Appreciated and Trinity and general market conditions, including COVID-19.
VANCOUVER, BC, CANADA, November 8th, 2021 /CNW/ – Levitee Labs Inc. (CSE: LVT) (OTC: LVTTF) (FSE: 7H7) (the “Company” or “Levitee”), an integrative wellness company with a diversified portfolio of healthcare and wellness assets, has signed a letter of intent (“LOI”) to acquire 51% of the issued and outstanding shares of a new pharmacy with compounding capacities in Alberta (the “Compounding Pharmacy”). The Compounding Pharmacy is led by an expert pharmacy operator with deep experience in the compounding space.
The Compounding Pharmacy is a licensed Level C non-sterile compounding lab adjacent to a separate compounding space and retail pharmacy. The separate compounding space and retail pharmacy was part of an acquisition announced by Levitee Labs on October 12th, 2021. Through licensed compounding services, a pharmacy creates custom medications from base ingredients for patients, which Levitee Laboratories will use to expand the therapeutic options available to patients and physicians – this will fill gaps in health care for specific needs.
The Company will provide a variety of innovative delivery methods and unique forms of dosage such as intranasal ketamine and sublingual preparations, topical and transdermal formulations, capsules, suppositories, oral liquids and lollipops. The initial focus for formulations is on addiction treatment, mental healthcare, and pain management, with plans to expand the scope of work to other areas.
The acquisition represents the launch of the Company’s initiative into production and distribution of pharmaceutical products under the Levitee Labs banner. The Compounding Pharmacy will be used to expand Levitee Labs’ operations by introducing a R&D laboratory for the discovery and production of cutting-edge ketamine and psychedelic medicines (when permitted by law) for the safe and effective treatment of addiction, depression, and pain management.
“This acquisition has tremendous implications for our business as we look ahead to our own formulations and branded consumer goods, which will include products such as intranasal medicines and ketamine creams,” commented Pouya Farmand, Chief Executive Officer at Levitee Labs. “Bringing a large R&D compounding pharmacy to our Levitee Pharmacies group is a true value-add as we work towards economies of scale as a fully integrated company.”
As part of the acquisition announced by Levitee Labs on October 12th, 2021, Levitee Labs will hold a 51% ownership stake in the Compounding Pharmacy. Levitee Labs will retain the right to acquire the remaining 49% of the Compounding Pharmacy at a pre-determined valuation (multiple of EBITDA – earnings before interest, taxes, depreciation, and amortization). This LOI is non-binding and remains subject to the drafting of definitive agreements, approval from Levitee Labs’ board, and regulatory body approvals.
According to a study conducted by the Toronto Rehabilitation Institute1, transdermal ketamine and lidocaine was found to be effective in 73% of patients diagnosed with acute neuropathic pain, from a sample size of 854 patient charts. These findings indicate the effectiveness and potential that ketamine-based compounds have on individuals with ailments that require their use.
About Levitee Labs Inc.
Levitee is establishing itself as a leader in the integrative wellness space. Through leveraging an M&A regimen that focuses on the centralization of complementary integrative wellness assets, Levitee aims to transform mental health and addiction treatments through the integration of psychedelic medicines and therapies. The Company’s current portfolio of assets includes: Levitee Clinics™, a group of five operating addiction and pain treatment clinics in Alberta; Levitee Pharmacies™, three pharmacies operating in Alberta specialized in filling prescriptions for patients with substance use disorders, mental health conditions, and chronic pain; BlockMD, the first technology company in Alberta to receive provincial approval for electronic-prescriptions in the addiction treatment space; and Earth Circle Organics, a direct-to-consumer and wholesaler of supplements and superfood products with 180+ SKUs in its product lineup across three brands. Further information about Levitee is available on its website at www.leviteelabs.com.
Forward-Looking Statements
This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance, or achievements that Levitee anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, statements respecting Levitee’s business plans and proposed products, and the benefits derived from mushroom-infused products; the expected use of proceeds from the Loan; the acquisitive growth potential of Levitee once acquisitions are completed; the expectation that Levitee will continue to execute its accretive acquisition program, and the contribution of such program to Levitee’s future growth potential; the closing of Tranche 1, including the Levitee’s ability to satisfy the Tranche 1 closing conditions; the closing of any future tranches under the Loan, including Levitee’s ability to satisfy the closing conditions for future tranches of the Loan; and Levitee’s objective to transform mental health and addiction treatments through the integration of psychedelic medicines and therapies. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. These statements and other forward-looking information are based on assumptions made by Levitee based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release as well as management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. These assumptions may also be based on information obtained from third-party industry analysts and other third-party sources. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Levitee as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks associated with the following: Levitee’s limited history of operations; ability to secure additional financing; negative cash flow from operating activities since inception; regulatory requirements; changes in consumer preferences; supply of raw materials; reliance on a limited number of products; brand awareness; the ability to develop, market and produce new products; dependence on certain key senior managers; reliance on third parties for manufacturing and packaging; potential product liability claims and product recalls; and significant competition. For additional information regarding these risks, please see the risk factors identified and reported in Levitee’s public filings under its SEDAR profile at www.sedar.com. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on forward-looking statements or information. The forward-looking information is made as of the date of this news release, and Levitee assumes no obligation to publicly update or revise such forward-looking information, except as required by applicable securities laws. The CSE (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release and accepts no responsibility for the adequacy or accuracy hereof.
For further information about Levitee Labs Inc., please contact:
Media Contact:
media@leviteelabs.com
Investor and Corporate Communications:
ir@leviteelabs.com
Delic Completes Acquisition of Ketamine Wellness Centers (KWC), Becomes Largest Psychedelic Wellness Chain in United States
National Presence Across 10 States Provides Millions with Access to New Medicines and Treatments for a Variety of Health Conditions Twelve Operational Today, 15 Additional Clinics to Open within 18 Months. Kevin Nicholson, CEO of KWC, Promoted to Chief Operating Officer for Delic Corp
VANCOUVER, BRITISH COLUMBIA – November 9, 2021 – Delic Holdings Corp. (“Delic” or the “Company”) (CSE: DELC) (OTCQB: DELCF) (FRA: 6X0) (Original Source), a leader in new medicines and treatments for a modern world, today announced the official, completed acquisition of Ketamine Wellness Centers Arizona LLC (“KWC”), becoming the largest chain of wellness centers providing ketamine treatments in the U.S. KWC is a limited liability corporation formed under the laws of Arizona, which operates 10 ketamine infusion treatment clinics, across Arizona, Colorado, Florida, Illinois, Minnesota, Nevada, Texas, Utah, and Washington. Delic paid USD$3,293,933 and issued 241,258.50 multiple voting shares. With the close of this transaction, Delic’s consolidated revenue run rate is $11MM.
Transaction Highlights:
Over the last six years, the team at KWC has expanded across the country, from Arizona to Florida, while overseeing 60,000 treatments delivered to date and generating 2020 revenue of USD$3.5MM, trending toward USD$4.5MM in 2021. Prior to this Transaction, KWC has grown without taking outside capital. KWC will operate under the Delic umbrella, under the direction and guidance of Kevin Nicholson, CEO of KWC and the new Chief Operating Officer for Delic Corp. In this new role, Nicholson will focus on the growth and expansion of the psychedelic wellness clinics for the company.
KWC adds to Delic’s existing portfolio of two clinics operated by Ketamine Infusion Centers LLC (“KIC”) in California and Arizona, cementing its position as the leading and largest wellness provider in the country. Delic expects to open 15 additional clinics across the country over the coming 18 months, further expanding access to millions who can benefit from new medicines and treatments for a variety of mental health conditions and adds to their position as a central hub of education, media, and cultural conversations around these new medicines and treatments. With a recent successful private placement of $7MM, Delic is actively scouting new locations in cities with a growing patient base.
Matt Stang, co-founder and CEO of Delic commented, “We are thrilled to officially welcome the KWC team to the Delic family and cement our place as the largest network of treatment clinics in the U.S. With the addition of KWC, we can now reach millions of people suffering from various mental health conditions who have lost hope of finding effective, affordable treatments. As more treatments, such as MDMA and psilocybin, become FDA-authorized for medical use, we have the potential to help millions more people through the clinics.”
“On behalf of the entire KWC team, we are very excited about officially becoming a part of the Delic family,” said Nicholson. “They are an industry leader and uphold the highest standards in developing new, science-backed medicines and treatments and making them more accessible to a wider group of people. With the full support of Delic behind us, KWC will be on an accelerated path to growing our network of clinics throughout the U.S. and bringing more effective, affordable treatments to communities. They will also help us increase awareness of the clinics significantly and drive up patient counts.”
Delic is committed to addressing the mental health crisis by increasing access to science-backed benefits for all and reframing the psychedelic conversation. The company does this through an umbrella of related owned and operated businesses to support scaling the impact and reach of treatment, including 1) the largest and most accessible network of physical clinics to administer effective treatments, 2) a licensed lab to develop IP, R&D and innovative high quality and safe product lines, and 3) trusted media and e-commerce platforms and in-person events to market the services directly to patients and consumers and gain data.
Transaction Summary
Under the terms of the Merger Agreement, Delic acquired all of the membership interests of KWC through a reverse triangular merger between KWC and a wholly-owned subsidiary of Delic. (the “Transaction“) for an aggregate purchase price of USD$10,000,000. Delic issued multiple voting shares in the capital of Delic (“Consideration Shares“) to the members of KWC (the “Members“), having an aggregate value of USD$5,000,000, less a holdback equal to USD$1,000,000, at a price per Consideration Share of US $0.1658 (being the ten trading day volume weighed average trading price (“VWAP“) of the Consideration Shares on the Canadian Securities Exchange (the “Exchange“) as of November 3, 2021). Delic further satisfied the purchase price by paying to the Members, an amount equal to USD$5,000,000 in cash consideration with approximately US$3,293,933 paid on the closing date, US$296,541 to be paid on forgiveness of a loan to KWC from The Health Resources and Services Administration, USD$750,000 to be paid on the date that is 12 months following the closing date, and the final USD$750,000 to be paid on the date that is 24 months following the closing date.
In addition, the Members are eligible to receive additional Consideration Shares upon each new clinic opened by KWC that posts three consecutive months of profitability and minimum revenue of USD$135,000, during those three months, such additional Consideration Shares to have an aggregate value of USD$100,000 per clinic opening, based on a price per share equal to the 10 trading day VWAP of the Consideration Shares on the Exchange immediately prior to the date such milestone is achieved. The milestones are subject to an aggregate cap of 30 new clinic milestones or USD$3,000,000 in additional Consideration Shares.
The Members have agreed that any Consideration Shares issued will be subject to a contractual hold period, with 10% of the share consideration to be released on the date that is six months and one day following closing, and 15% released every six months thereafter over a period of 36 months. In addition, Members have agreed to enter into voting support agreements with Delic having a term of two years, pursuant to which the Members will vote as directed by the board of directors of Delic, subject to customary carve-outs.
About Ketamine Wellness Centers
Ketamine Wellness Centers (KWC) is the largest ketamine therapy provider in the United States with 10 clinic locations serving communities across eight states. Since 2011 KWC has been a trusted leader in bringing IV ketamine therapy into mainstream health care. KWC has provided over 60,000 treatments to clinically eligible patients, from young adults to seniors, in addition to developing specialized programs for veterans and first responders. The KWC team, including a core group of physicians, psychologists, clinicians, and executives, is dedicated to providing value-based, personalized, clinically controlled ketamine infusion care for people suffering from treatment-resistant depression, anxiety, PTSD, OCD and chronic pain. KWC’s scalable business and treatment model is designed for further rapid expansion along with breakthrough innovations in effective therapies and services.
About Delic Corp, Inc.
Delic is a leader in new medicines and treatments for a modern world, improving access to health benefits across the country and reframing the conversation on psychedelics. The company owns and operates an umbrella of related businesses, including the largest chain of psychedelic wellness clinics in the country, including Ketamine Infusion Centers and Ketamine Wellness Centers; the only licensed entity by Health Canada to exclusively focus on research and development of psilocybin vaporization technology, Delic Labs; the premier psychedelic wellness event, Meet Delic; and trusted media and e-commerce platforms Reality Sandwich and Delic Radio. Delic is backed by a team of industry and cannabis veterans and a diverse network, whose mission is to provide education, research, high-quality products, and effective treatment options to the masses.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Delic’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as ”plans”, ”expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, ”anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, ”will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to: potential benefits of the Transaction; anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics); the ability of Delic to successfully achieve business objectives, including opening 15 additional clinics over 18 months, and expectations for other economic, business, and/or competitive factors.
By identifying such information and statements in this manner, Delic is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Delic to be materially different from those expressed or implied by such information and statements. Such risks and other factors may include, but are not limited to: incorrect assessment of the value and potential benefits of the Transaction; direct and indirect material adverse effects from the COVID-19 pandemic; inability to obtain future financing on suitable terms; failure to obtain required regulatory and other approvals; risks inherent in the psychedelic treatment sector; changes in applicable laws and regulations; and failure to comply with applicable laws and regulations.
In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, Delic has made certain assumptions. These assumptions include, but are not limited to: the potential impact of the announcement or consummation of milestone payments on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction.
Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although Delic believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Delic does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to Delic or persons acting on its behalf is expressly qualified in its entirety by this notice.
Media & Investor Relations Contact
Rich Rodriguez
rich@deliccorp.com
Along with adding new formulations to the Company’s natural health product portfolio, founder Matthew Bennett to join HAVN Life as Director of Education
Vancouver, BC – Havn Life Sciences Inc. (CSE: HAVN) (OTC: HAVLF) (FSE: 5NP) (the “Company” or “Havn Life”)a biotechnology company developing natural health products and innovative therapies to support brain health and enhance the capabilities of the mind is pleased to announce that it has completed the acquisition (the “Acquisition”) of patented natural health product formulations that support brain health from Bennett’s Choice (the “Patented Formulations”). The Acquisition will add more products to HAVN Life’s existing line of natural health products, with additional product launches planned in the near future.
“Completing this acquisition is a huge win for HAVN Life, adding a new and excellent set of proprietary formulations to our portfolio of natural health products,” says HAVN Life CEO, Tim Moore. “The fact that Bennett’s Choice products are preferred by professional athletes as part of their brain health recovery lends serious credibility to the efficacy of brain health supplements, and we see great potential for these products to help those in need of brain health support and healing,” he adds.
As part of the deal, Bennett’s Choice founder Matthew Bennett will join the HAVN Life team as Director of Education, lending his expertise and insight to the Company’s efforts to elevate the conversation about brain health and the role of natural health products.
“As an addition to HAVN Life’s existing line of natural health products, the Patented Formulations will be showcased to a broader community, allowing widespread access to products that support brain health and healing,” says Matthew Bennett, HAVN Life’s newly minted Director of Education. “We have seen firsthand the significant positive impact on brain health within our own consumer base and distribution channels. Personally, I am excited to join a very experienced group that is passionate and structured, as they grow the brain health space in a positive and sustainable way,” he adds.
Mr. Bennett’s background as a therapist working with athletes to improve their recovery and performance led him to develop four formulations – Brain Evolve, Brain Beast, Brain Thrive and Brain Dream. Currently, the products are being distributed to 18 professional sports teams, including the Winnipeg Jets®, Manitoba Moose®, Calgary Stampeders®, Washington Wizards®, Houston Texans®, New England Patriots® and Seattle Seahawks®. Performance nutritionists and individual players across the NHL®, NFL®, NBA® and AHL® are using the formulations as part of their player brain health recovery regimen. The product line’s essential blend of natural ingredients is designed to aid sleep, improve energy, and balance mood to help optimize performance, and has been used to support recovery from concussions and brain injury. The products are available through bennettschoice.com and at GNC® locations across Canada, as well as at many Popeyes® supplement stores, at more than 60 Pharmasave® locations, and at a variety of health clinics in Canada and the United States.
Press kit available HERE.
On Behalf of The Board of Directors
Tim Moore
Chief Executive Officer
About Bennett’s Choice
Matthew Bennett began treating athletes in 2005 as a team athletic therapist, working to improve their recovery and performance. After six seasons working with professional sports teams across the NHL, AHL, CFL and MLB, Bennett opened his own practice in Vancouver, BC, where he continues to work today.
Bennett’s work with professional athletes showed him the impact of concussions and brain health in all aspects of life and led him to research and develop his first formulation, Brain Evolve in the autumn of 2009, which he was able to patent in August of 2015. Brain Evolve is now the only patented treatment for mTBI (concussion) in the USA, with the Canadian patent granted in May 2021. Bennett’s Choice formulations are Health Canada approved and the choice of many professional athletes – now widely available to the consumer market. To find out more about Bennett’s Choice products, visit bennettschoice.com and follow Facebook, Twitter and Instagram for news and updates.
About HAVN Life Sciences Inc.
HAVN Life Sciences is a biotechnology company pursuing standardized extraction of psychedelic compounds for the creation of APIs, the development of natural health products, and innovative therapies to support brain health and enhance the capabilities of the mind.
Through its research division, HAVN Labs, the company has developed an end-to-end supply chain of standardized, naturally derived psychedelic compounds for research that will define the future of modern medicine. With its new line of natural health products, HAVN Life offers a full range of high-quality mushroom and plant extracts that help boost immune function, reduce inflammation and support a healthy lifestyle.
Purchase our products and find out more at yourhavnlife.com, and follow us on Facebook, Twitter, Instagram and Youtube.
