Isracann Biosciences Inc. (OTCPK:ISCNF) (CSE:IPOT) (XFRA:A2PT0E) has closed its acquisition of Praesidio Health Inc. Pursuant to the definitive agreement dated March 24, 2022 with Praesidio and the shareholders of Praesidio, the company acquired all of the issued and outstanding shares in the capital of Praesidio for aggregate consideration of CA$4 million in common shares in the capital of the company. Praesidio will operate as a wholly-owned subsidiary of the company.
Praesidio is a Canadian medical research company that develops and validates natural health products (“NHPs”) using an evidence-based process. Pioneering NHPs and therapeutics, Praesidio is actively developing several NHP candidates for utility in a range of conditions, including post-viral exposure prophylaxis, urological, anxiety/stress, immune boosting, and sleep aids. Praesidio employs formulation combinations with and without cannabinoids and/or psilocybin, which provides the opportunity for product development in conjunction with future operations in Israel, including direct access to European markets.
The consideration shares will be issued to the Praesidio shareholders in seven tranches, with 12,210,008 consideration shares, having an aggregate deemed value of CA$1 million, issued at closing of the transaction and consideration shares having an aggregate deemed value of CA$0.5 million being issued every six months thereafter until the third anniversary of the date of closing. The price of the consideration shares will be equal to the volume weighted average of actual trading prices of the common shares in the capital of the company on the Canadian Securities Exchange for the ten consecutive business days ending on the day that is two business days prior to the applicable date of issuance. The first installment shares were issued at a deemed price of C$0.0819 per first installment share. All consideration shares are subject to a contractual escrow period, with release dates ranging from 12 to 48 months following closing.
The company appointed Dr. George Vrabec and Bob Mehr to the positions of director of natural health products and vice president of natural health product development, respectively, in connection with the transaction. The appointments will take effect as of April 15, 2022.
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