Israelcann Biosciences Inc. ISCNF IPOT A completed its acquisition of Praesidio Health Inc. Pursuant to the definitive agreement dated March 24, 2022 with Praesidio and the shareholders of Praesidio, the company acquired all issued and outstanding shares in the capital of Praesidio for an aggregate consideration of C$4 million in common shares in the capital of the society. Praesidio will operate as a wholly owned subsidiary of the company.
Praesidio is a Canadian medical research company that develops and validates natural health products (“NHP”) using an evidence-based process. A pioneer in NHPs and therapeutics, Praesidio is actively developing several NHP candidates for utility in a range of conditions, including viral post-exposure prophylaxis, urology, anxiety/stress, immune enhancement and sleeping pills. Praesidio uses formulation combinations with and without cannabinoids and/or psilocybinwhich offers the possibility of developing products in conjunction with future operations in Israel, including direct access to European markets.
The consideration shares will be issued to shareholders of Praesidio in seven tranches, with 12,210,008 consideration shares, having an aggregate deemed value of C$1 million, issued upon closing of the transaction and consideration shares having an aggregate deemed value aggregate of C$0.5 million issued every six months thereafter until the third anniversary of the closing date. The price of the Consideration Shares will be equal to the volume-weighted average of the actual trading prices of the common shares of the Company’s capital on the Canadian Securities Exchange for the ten consecutive business days ending on the day that is two business days before the applicable issue date. The First Installment Shares were issued at a deemed price of C$0.0819 per First Installment Share. All Consideration Shares are subject to a contractual escrow period, with release dates ranging from 12 to 48 months after closing.
The company has appointed Dr. George Vrabec and Bob Mehr as Director of Natural Health Products and Vice President of Natural Health Product Development, respectively, in connection with the transaction. The appointments will take effect from April 15, 2022.