CleanGo Innovations Inc. Subsidiary Kubera Black Technology to Acquire European Pharmaceutical Leader Freia Farmaceutici Srl, Targeting the Global Health Market

Executive Summary

• CleanGo Innovations’ wholly‑owned subsidiary Kubera Black Technology Inc. has signed a non‑binding LOI to acquire Italian plant‑based therapeutics company Freia Farmaceutici Srl.
• The transaction would issue up to 25 million common shares of Kubera to Freia shareholders; no debt will be assumed.
• Post‑closing, the combined entity will retain Freia’s business, pursue a twelve‑month equity financing, and establish a five‑member board (four Freia nominees, one CleanGo nominee).

Key Details

• Parties: Kubera Black Technology Inc. (subsidiary of CleanGo Innovations Inc.) – Acquirer; Freia Farmaceutici Srl – Target.
• LOI Date: December 9, 2025; announcement date December 16‑17, 2025.
• Consideration: Up to 25,000,000 common shares of Kubera (“Consideration Shares”). Share price and valuation to be set in the definitive agreement.
• Financing Structure: No long‑term debt will be assumed by Kubera; a subsequent equity financing is planned to fund operations for at least twelve months after closing.
• Governance: Resulting issuer’s board to consist of five directors – four nominated by Freia shareholders, one nominated by CleanGo.
• Closing Conditions: Satisfactory due diligence, negotiation and execution of a definitive agreement within 45 days, and receipt of required board, shareholder and regulatory approvals.
• Freia Financial Snapshot (2024): Gross revenue > €3.1 million; 100 % generated in Italy; net positive balance sheet at year‑end.
• Strategic Rationale: Expands CleanGo’s market presence into global health, adding plant‑based therapeutic assets (nutraceuticals, medical devices, aesthetic medicine) and providing immediate access to Canadian and U.S. markets.
• Future Outlook: Freia is on pace to exceed its 2024 revenue in 2025 and plans expansion into additional European markets.

Notable Quotes

“We believe this strategic acquisition will significantly enhance our market position by integrating Freia’s strong pipeline of innovative, plant‑based therapeutic solutions, particularly in the rapidly growing nutraceutical and aesthetic medicine sectors,” – Anthony Sarvucci, President/CEO, CleanGo Innovations Inc.