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M&A / Property

Entheon Announces Execution of Business Combination Agreement with Nutravisor

By The Northwire Desk — AI Analysis Jan 19, 2026 · 17:29 ENBI · 0.1 Entheon Biomedical Corp.
ENBI · Price

Executive Summary

  • Entheon Biomedical Corp. entered into a definitive Business Combination Agreement to merge with Nutravisor Inc. via a three‑cornered amalgamation that will result in Entheon being reverse‑taken over by Nutravisor and renamed “STRYK Brands Inc.”
  • The transaction includes a share consolidation (≈ 1 post‑Consolidation Entheon Share for every 6.93 pre‑Consolidation shares) and an exchange ratio of 4.2395 post‑Consolidation Entheon Shares per Nutravisor Share, valuing Nutravisor at $40 M and issuing ~53.3 M new Entheon Shares to Nutravisor shareholders.
  • Completion is contingent on a $4–10 M equity financing by Nutravisor, shareholder approvals, CSE listing approval, and other regulatory conditions; trading of Entheon shares is currently halted.

Key Details

  • Transaction Structure
  • Three‑cornered amalgamation under the Ontario Business Corporations Act involving Entheon, its wholly‑owned subsidiary (Subco), and Nutravisor.

  • Post‑closing, Nutravisor will become a wholly‑owned subsidiary of Entheon; Entheon will adopt Nutravisor’s business and rename to “STRYK Brands Inc.” (or similar).

  • Share Consolidation

  • One post‑Consolidation Entheon Share for every 6.93 pre‑Consolidation shares (subject to adjustment).

  • Exchange Ratio & Valuation

  • Each Nutravisor shareholder receives 4.2395 post‑Consolidation Entheon Shares per Nutravisor Share.

  • Nutravisor valued at $40 M; ~53,333,333 post‑Consolidation Entheon Shares to be issued (excluding shares for financing).

  • Financing Requirements

  • Nutravisor to complete equity financings (“Nutravisor Financings”) raising between $4 M and $10 M via a private placement of Nutravisor Shares and concurrent subscription receipts, priced per CSE policies.

  • Lock‑up & Finder’s Fee

  • Voluntary lock‑up on Entheon Shares issued to Nutravisor shareholders: 25% released six months after closing, with additional 25% releases every six months thereafter.

  • $500,000 finder’s fee payable to ALOE Finance Inc., settled by issuance of Resulting Issuer Shares at a deemed price of $0.75 per share.

  • Break‑Fee

  • Mutual break fee of $100,000 if either party terminates the transaction under specified circumstances.

  • Regulatory & Shareholder Approvals

  • Required CSE conditional approval for listing of resulting issuer’s shares.
  • Entheon to file Form 2A Listing Statement with the CSE.

  • Annual General and Special Shareholder Meeting scheduled for March 2026 to approve the transaction, consolidation, name change, and director appointments.

  • Management & Governance

  • Post‑closing board expected to have at least three directors, led by Max Krangle as CEO and Director; additional directors to be nominated by Nutravisor.

  • Trading Halt

  • Entheon’s common shares are halted pending completion of required documentation and CSE approval.

Notable Quotes

(No direct quotes were provided in the release.)

Read the original news release →

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