Announcement • May 27
Nutravisor Inc. cancelled the acquisition of Entheon Biomedical Corp. (CNSX:ENBI) in a reverse merger transaction.
Nutravisor Inc. signed a letter of intent to acquire Entheon Biomedical Corp. (CNSX:ENBI) for CAD 5.3 million in a reverse merger transaction on December 18, 2025. Under the terms of the LOI, Entheon has agreed to issue an aggregate of 53,333,333 shares of Entheon to existing shareholders of Nutravisor at a per share price equal to CAD 0.75 for aggregate consideration equal to approximately CAD 40 million on a post-consolidation basis. Entheon shall be required to complete an approximately 6.93:1 share consolidation such that the value allocated to Entheon shareholders shall be CAD 1.5 million. ach Nutravisor Shareholder will receive 4.2395 post-Consolidation Entheon Shares for each Nutravisor Share held (the "Exchange Ratio") immediately prior to Closing, and all of the holders of convertible securities in Nutravisor will receive post-Consolidation Entheon Shares, calculated in accordance with the Exchange Ratio, in lieu of Nutravisor Shares that such holder is entitled to receive upon conversion of such Nutravisor convertible securit. Upon completion of the Proposed Transaction, the combined entity will continue the business of Nutravisor.
Following the transaction, Nutravisor's existing management team will assume leadership of the Resulting Issuer. All but one of the directors of Entheon shall resign and the board of directors will be comprised of directors nominated by Nutravisor. Upon completion of the Proposed Transaction, it is anticipated that the board of directors and executive team of the Resulting Issuer will be comprised of a minimum of three directors, led by Max Krangle as Chief Executive Officer and Director, alongside other nominees to be determined by Nutravisor. Entheon is expected to change its name concurrent with closing, subject to regulatory approval. The LOI contains customary deal protection provisions, including a mutual break fee in the amount of CAD 0.04 million payable if the Proposed Transaction is terminated by either party under certain specific circumstances. The Resulting Issuer will be renamed to "STRYK Inc.", "STRYK Brands Inc.", or such other name as agreed by Entheon and Nutravisor. As of January 19, 2026, The Business Combination Agreement contains customary deal protection provisions, including a mutual break fee in the amount of CAD 0.1 million payable if the Proposed Transaction is terminated by either party under certain specific circumstances.
The transaction is expected to close on or before March 30, 2026, subject to satisfactory tax, corporate and securities law advice for both Entheon and Nutravisor and will be set forth in a definitive agreement to be entered into among the parties, Execution of the Definitive Agreement, Completion of satisfactory due diligence, Receipt of all required regulatory, corporate, shareholder approvals, Acceptance of the Proposed Transaction by the Canadian Securities Exchange, Receipt of approval for the listing of the common shares of the Resulting Issuer by the CSE, Completion of the Concurrent Offering, Delivery of financial statements of both Entheon and Nutravisor; No material adverse changes in either party, and the requisite approval of the Nutravisor Shareholders of the Amalgamation shall have been obtained, the requisite approval of the Entheon Shareholders pursuant to the policies of the CSE shall have been obtained and Nutravisor shall have at least the minimum working capital required to satisfy the CSE’s initial listing requirements for the Resulting Issuer, and sufficient financial resources to carry out its stated business plan for at least 12 months following listing, in each case immediately following the Effective Date. The Entheon Shares issued to former Nutravisor Shareholders will be subject to a voluntary lock-up agreement, pursuant to which 25% of the shares will be released 6 months following the Closing, with an additional 25% released every 6 months thereafter.
Richard Paolone of Oakridge Law LLP acted as legal advisor to Nutravisor Inc. Gavin Mah of DuMoulin Black LLP acted as legal advisor to Entheon Biomedical.
Nutravisor Inc. cancelled the acquisition of Entheon Biomedical Corp. (CNSX:ENBI) in a reverse merger transaction on May 25, 2026. In connection with the termination of the Business Combination Agreement, Nutravisor paid to Entheon a cash termination payment in the amount of CAD 0.175 million. In addition, Nutravisor has agreed to issue to Entheon such number of common shares of Nutravisor, or of the resulting issuer in connection with a go-public transaction, as has an aggregate deemed value of CAD 0.175 million, calculated based on a deemed issue price per Settlement Share equal to the greater of: (a) CAD $0.5 per share; and (b) 80% of the price per common share issued, sold or deemed issued in connection with Nutravisor's next liquidity event.
