PharmaDrug Signs Definitive Agreement to Acquire Equity Interest in Canurta Inc
Executive Summary
- PharmaDrug Inc. has executed a definitive securities exchange agreement to acquire up to a 40% equity interest in Canurta Limited Partnership, completed in two tranches.
- The first tranche (≈20% of LP Units) will be closed around Nov 10 2025 for 25,980,000 PHRX shares; the second tranche (remaining 20%) will close by Jan 31 2026 for 57,665,316 PHRX shares, subject to shareholder approval.
- Each closing includes a $85,000 forgivable promissory note from Canurta to PharmaDrug at 12% annual interest to support working‑capital needs; the transaction is arm’s‑length with no finder's fees and includes a recission right for limited partners.
Key Details
- Transaction Structure:
- Up to 40% equity in Canurda (two 20% tranches).
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Issuance of a total of 83,645,316 common shares of PharmaDrug (“PHRX Shares”) as consideration.
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First Closing (≈Nov 10 2025):
- Acquire 8,109,987 limited‑partner units (20% of outstanding LP Units).
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Exchange for 25,980,000 PHRX Shares.
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Second Closing (by Jan 31 2026):
- Acquire additional 8,191,495 limited‑partner units (remaining 20%).
- Exchange for 57,665,316 PHRX Shares.
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Subject to shareholder approval at a meeting scheduled for early Jan 2026.
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Pro Forma Ownership Post‑Closing:
- PharmaDrug will hold 40% of Canurda.
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Canurda will own approximately 44% of PharmaDrug’s issued and outstanding shares on a pro forma basis.
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Financing Component:
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Canurda will advance $85,000 to PharmaDrug at each closing via a forgivable promissory note bearing 12 % per annum interest.
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Recission Right:
- Limited partners may require return of transferred LP Units if defined milestones are missed; corresponding PHRX Shares would be cancelled and returned to treasury.
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Recission right expires no later than Mar 1 2026.
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Approvals & Conditions:
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Completion subject to customary closing conditions, CSE approval, and receipt of all required shareholder and regulatory approvals.
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No Finder’s Fees: The transaction is being completed on an arm‑length basis with no finder’s fees payable.
Notable Quotes
“Executing the Definitive Agreement with Canurta represents a major milestone in our strategy to expand PharmaDrug's biotechnology footprint through innovative botanical drug development.” – Dr. David Kideckel, Executive Chairman, PharmaDrug
“This agreement formalizes our collaboration with PharmaDrug to advance CNR‑401 and other pipeline assets… we look forward to leveraging PharmaDrug’s public market platform to scale Canurda’s research.” – Akeem Gardner, Founder & CEO, Canurta