Doseology enters deal to acquire Feed That Brain div

Executive Summary

• Doseology Sciences Inc. has entered into an asset purchase agreement to acquire the "Feed That Brain" (FTB) division from Joseph Mimran & Associates Inc. for aggregate consideration of $400,000.
• The transaction involves the issuance of company securities, including 175,000 common shares and prefinanced warrants, with additional payments structured in six-month installments.
• Joseph Mimran, the vendor, has been appointed as a Strategic Advisor for three years, receiving Restricted Share Units (RSUs) valued at $400,000 to support the company's expansion into clean energy and harm reduction pouches.

Key Details

• Transaction Structure: Asset purchase and sale agreement for the FTB assets.
• Total Consideration: $400,000.
• Payment Terms (Vendor):
  • Satisfied through issuance of Doseology securities.
  • Initial Instalment: 175,000 common shares valued at $175,000 (issued upon closing).
  • Subsequent Instalments: $75,000 of prefinanced warrants issued every six months thereafter.
  • Deemed Price: Greater of (i) $1.00 per consideration security, or (ii) the lowest price permitted under Canadian Securities Exchange policies.
  • Hold Period: Shares subject to a four-month hold period per Canadian securities laws.
• Strategic Advisor Appointment:
  • Appointee: Joseph Mimran.
  • Role: Strategic Advisor for a three-year term.
  • Compensation: Restricted Share Units (RSUs) valued at $400,000.
  • RSU Issuance Schedule: Equal instalments of $66,666 every six months from closing, priced at the market price of common shares at the time of issuance.
• Assets Acquired: All FTB business plan, inventory, contracts, material agreements, purchase orders, distribution agreements, intangible property, know-how, goodwill, web assets, systems, and branding rights.
• Strategic Context: FTB brand equity is intended to accelerate Doseology’s Canadian launch of next-generation clean energy pouches, positioning the company as a performance wellness platform and tobacco alternative.
• Market Background:
  • Energy drink market projected to grow from $79.4B (2024) to $125.1B (2030) at 8.0% CAGR.
  • Global nicotine pouch category expected to expand from $5.4B (2024) to >$25B (2030) at 29.6% CAGR.

Notable Quotes

• "Doseology is building something both innovative and timely," said Mr. Mimran. "I'm excited to work alongside the team in shaping a brand that redefines how energy and performance can be delivered."