Cleango unit signs LOI to acquire Freia Farmaceutici

Executive Summary

• Cleango Innovations Inc.'s wholly owned subsidiary, Kubera Black Technology Inc., has entered into a non-binding Letter of Intent (LOI) to acquire Freia Farmaceutici SRL, a Milan-based leader in plant-based therapeutics and medical devices.
• The transaction aims to expand Cleango’s market presence into the global health sector, specifically targeting the nutraceutical, aesthetic medicine, and therapeutic solutions markets.
• Freia shareholders will exchange their securities for a maximum of 25 million common shares in Kubera, with final valuation and terms to be determined in a definitive agreement.

Key Details

• Transaction Structure: Non-binding Letter of Intent (LOI) dated December 9, 2025.
• Acquirer: Kubera Black Technology Inc. (wholly owned subsidiary of Cleango Innovations Inc.).
• Target: Freia Farmaceutici SRL (headquartered in Milan, Italy, established 2009).
• Consideration: Freia shareholders will exchange outstanding securities for a maximum of 25 million common shares in the capital of Kubera. The specific share price and valuation will be defined in the definitive agreement.
• Target Financials:
  • 2024 Gross Revenue: Exceeded €3.1 million.
  • 2024 Financial Status: Net positive balance sheet.
  • 2025 Performance: On pace to exceed 2024 revenue numbers.
  • Market Focus: 100% of current revenue generated in Italy; expansion strategy targets other European markets, Canada, and the U.S.
• Target Product Portfolio & Expertise:
  • Plant-based Omegas: Alfalife brand with anti-inflammatory properties for cardiovascular diseases, obesity, and child neuropsychiatry.
  • Medical Devices: Dermolife line (Class IIA CE-marked) for dermatological conditions (radiodermatitis, atopic dermatitis, scar remodelling).
  • Aesthetic Medicine: Promedial brand focusing on healthy skin and aesthetic solutions (topical and nutraceutical).
  • Pipeline: Focus on gynecology, gastroenterology, and pneumology; includes a product for multiple sclerosis currently registered as a food supplement with ongoing clinical trials.
• Post-Transaction Governance:
  • Board of Directors: 5 members total (4 nominated by Freia, 1 by Cleango).
  • Debt: No long-term debt assumed by Kubera.
  • Financing: The resulting company aims to complete a subsequent equity financing to satisfy business objectives for at least 12 months.
• Closing Conditions:
  • Satisfactory completion of due diligence.
  • Negotiation of a definitive agreement within 45 days.
  • Receipt of board, shareholder, and regulatory approvals.

Notable Quotes

• "This proposed transaction is a significant strategic move intended to expand Cleango's market presence into the global health sector."
• "Cleango Innovations believes this strategic acquisition will significantly enhance its market position by integrating Freia's strong pipeline of innovative, plant-based therapeutic solutions, particularly in the rapidly growing nutraceutical and aesthetic medicine sectors."