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M&A / Property

PharmaDrug Completes Acquisition of Initial 19.9% Interest in Canurta Inc. and Completes Debt Restructuring

By The Northwire Desk — AI Analysis Jan 05, 2026 · 08:01 PHRX · 0.015 Pharmadrug Inc.
PHRX · Price

Executive Summary

  • PharmaDrug Inc. completed the first tranche of its acquisition of 8,109,987 limited partnership units of Canurta Ltd., issuing 25,980,000 common shares at a deemed price of $0.0152 per share.
  • Akeem Gardner (Founder & CEO of Canurta) joined PharmaDrug’s board of directors concurrent with the closing.
  • The company also issued $445,686 of secured convertible debentures (maturing Oct 13 2026, conversion price $0.05) to replace previously defaulted debt, and disclosed an early‑warning filing after Atlas365 acquired ~19.4% of PharmaDrug’s shares.

Key Details

  • Acquisition – First Tranche
  • PharmaDrug received 8,109,987 LP Units of Canurta in exchange for 25,980,000 PHRX common shares (no finder’s fees).
  • Deemed issue price: $0.0152 per share.

  • Hold period on issued shares expires on the later of May 3 2026 or 10 days after a business acquisition report with audited financials is filed.

  • Board Appointment

  • Akeem Gardner, Founder & CEO of Canurta, appointed to PharmaDrug’s board of directors concurrent with the transaction closing.

  • Future Tranche (Second Closing)

  • Planned acquisition of an additional 8,191,495 LP Units for 57,665,316 PHRX shares.

  • Expected to close on or before March 31 2026, subject to shareholder approval under CSE policy 6.

  • Shareholder Meeting

  • PharmaDrug will hold a meeting in Q1 2026 to seek approval for the share issuance related to the second tranche; details to be provided via management information circular.

  • Pro‑Forma Ownership

  • Upon completion of both tranches, PharmaDrug will own ~40% of Canurta; Canurta limited partners will hold ~44% of PharmaDrug’s issued and outstanding shares on a pro‑forma basis.

  • Recission Right

  • Canurta limited partners may trigger a recission right (return of LP Units) if defined milestones are missed, forcing the corresponding PHRX shares to be cancelled and returned to treasury; right expires no later than March 1 2026.

  • Debt Restructuring

  • Issued $445,686 principal amount of secured convertible debentures, each maturing Oct 13 2026, convertible at $0.05 per share (subject to adjustment).

  • Secured by a general security agreement; no interest payable unless principal is unpaid at maturity, in which case interest accrues at 22% per annum.

  • Early Warning Disclosure

  • Atlas365 Incorporated acquired 25,980,000 PHRX shares (~19.4% of outstanding common shares on a non‑diluted basis), triggering NI 62‑103 early‑warning reporting requirements.

  • Promissory Note from Canurta

  • Canurta advanced $85,000 to PharmaDrug via a forgivable promissory note bearing 12% annual interest to support working capital.

Notable Quotes

  • “We are excited to execute on the first stage of our investment in Canurta with the intention to begin a substantial collaboration that will enable us to finally push forward with our cepharanthine development strategy and the already approved phase 1 clinical trial in Australia.” – Dr. David Kideckel, Executive Chairman, PharmaDrug

  • “This transaction represents an important alignment between Canurta and PharmaDrug at a time when disciplined execution matters most… We look forward to working together to unlock the value of our botanical IP portfolio…” – Akeem Gardner, Founder & CEO, Canurta

Read the original news release →

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