New Risk • May 13
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 49% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$2.0m free cash flow). Share price has been highly volatile over the past 3 months (19% average weekly change). Negative equity (-CA$13m). Shareholders have been substantially diluted in the past year (49% increase in shares outstanding). Minor Risks Revenue is less than US$5m (CA$4.8m revenue, or US$3.5m). Market cap is less than US$100m (CA$46.0m market cap, or US$33.6m). Announcement • May 01
Vitalist Inc. (TSXV:VITA) acquired Somatix, Inc. for CAD 6.7 million. Vitalist Inc. (TSXV:VITA) entered into a definitive merger agreement to acquire Somatix, Inc. for CAD 6.7 million on March 30, 2026. The consideration consists of 15.58 million common equity of Vitalist Inc. to be issued for common equity of Somatix, Inc. Following the Closing, Somatix, Inc's Stockholders will hold approximately 23.4% of Vitalist's issued and outstanding common shares. Upon closing of the Transaction, Charles Herman will be appointed as Chief Science Officer of Vitalist and will continue to serve as CEO of Somatix and Nick Padula joins the executive team as President of Somatix and Chief Revenue Officer of both Somatix and Vitalist.
For the period ending December 31, 2025, Somatix, Inc. reported total revenue of CAD 0.15 million ($0.11 million) and net loss of CAD 4.25 million ($3.05 million). As of December 31, 2025, Somatix, Inc. reported total assets of CAD 3.24 million ($2.33 million).
Completion remains subject to the final approval of TSX Venture Exchange and the satisfaction of customary closing conditions.
Kingswood Capital Partners, LLC acted as financial advisor for Somatix, Inc. Kier Advisory Services acted as financial advisor for Vitalist Inc. Kingswood Capital Partners, LLC will receive a finder’s fee consisting of CAD 0.14 million ($0.1 million) in cash and Vitalist common shares equivalent to a value of CAD 0.06 million ($0.05 million), conditional upon the Closing.
Vitalist Inc. (TSXV:VITA) completed the acquisition of Somatix, Inc. on April 30, 2026. Under the terms of the transaction, Vitalist issued 15,581,854 of its common shares in exchange for 100% of the common stock of Somatix. Following closing, the former Somatix stockholders held approximately 23.24% of the issued and outstanding common shares of Vitalist. Kingswood Capital Partners, LLC was paid a financial advisory fee consisting of CAD 0.13 million ($0.1 million) in cash and 87,812 common shares of Vitalist issued at a price of CAD 0.71 per share. New Risk • Apr 14
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Canadian stocks, typically moving 16% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$2.0m free cash flow). Negative equity (-CA$13m). Minor Risks Share price has been volatile over the past 3 months (16% average weekly change). Revenue is less than US$5m (CA$4.8m revenue, or US$3.5m). Market cap is less than US$100m (CA$22.0m market cap, or US$16.0m). 
