Surenano Science signs LOI to acquire GlucaPharm

Executive Summary

• Surenano Science Ltd. has entered into a non-binding Letter of Intent (LOI) to acquire 100% of GlucaPharm Inc., a private BC corporation holding exclusive rights to Syracuse University’s GEP-44 GLP-1 pharmaceutical patent.
• The proposed transaction is a share exchange where Surenano will issue common shares to GlucaPharm shareholders, with GlucaPharm shareholders expected to own under 20% of Surenano post-closing.
• The deal is subject to due diligence, definitive agreement negotiation, and regulatory approvals; no guarantees exist that the transaction will close.

Key Details

• Transaction Structure: Non-binding LOI for a share exchange; Surenano to acquire 100% of GlucaPharm’s issued and outstanding common shares.
• Consideration: Issuance of an aggregate number of Surenano common shares to GlucaPharm shareholders, to be agreed upon after due diligence.
• Post-Closing Ownership: GlucaPharm shareholders are expected to collectively own under 20% of Surenano’s issued and outstanding shares.
• Target Asset: GlucaPharm holds exclusive rights to develop Syracuse University’s GEP-44 GLP-1 pharmaceutical patent.
• Target Technology: GEP-44 is a novel triple antagonist compound targeting diabetes and weight loss, similar to Ozempic but with no-needle administration and superior tolerability (reduced nausea/GI issues).
• Due Diligence Scope: Legal, technical, and financial due diligence on GlucaPharm and its IP license.
• Closing Conditions: Completion of customary due diligence, execution of a definitive agreement, and receipt of all required regulatory and third-party approvals (including GlucaPharm shareholder approval).
• Expenses: Each party bears its own expenses.
• Confidentiality/Exclusivity: LOI includes binding terms for mutual confidentiality, due diligence access rights, and mutual exclusivity of negotiations.
• Private Placement Context: Surenano previously announced (Nov. 5, 2025) a private placement for up to $1.25 million (10 million units at 12.5 cents/unit). Proceeds may be used to investigate complementary industries including GlucaPharm, but the negotiations are not interdependent.

Notable Quotes

• None explicitly provided in the text.