New Risk • Apr 19
New major risk - Revenue and earnings growth Earnings have declined by 87% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Shares are highly illiquid. Earnings have declined by 87% per year over the past 5 years. Market cap is less than US$10m (CA$471.7k market cap, or US$343.2k). Board Change • Apr 11
No independent directors There are 3 new directors who have joined the board in the last 3 years. Of these new board members, none were independent directors. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. No independent directors (3 non-independent directors). Chairman & CEO Klee Irwin is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Lack of experienced directors. Reported Earnings • Nov 24
Third quarter 2023 earnings released: US$0.56 loss per share (vs US$0.49 loss in 3Q 2022) Third quarter 2023 results: US$0.56 loss per share (further deteriorated from US$0.49 loss in 3Q 2022). Revenue: US$19.1m (down 13% from 3Q 2022). Net loss: US$1.74m (loss widened 158% from 3Q 2022). Revenue is forecast to grow 25% p.a. on average during the next 3 years, compared to a 6.0% growth forecast for the Personal Products industry in North America. New Risk • Nov 08
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 14% 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 Debt is not well covered by operating cash flow (currently running at an operating cash loss). Shareholders have been substantially diluted in the past year (76% increase in shares outstanding). Market cap is less than US$10m (CA$1.85m market cap, or US$1.34m). Minor Risk Share price has been volatile over the past 3 months (14% average weekly change). Duyuru • Aug 27
Irwin Naturals Announces Goodwill Impairment for the Second Quarter Ended June 30, 2023 Irwin Naturals Inc. announced Goodwill impairment of $9,112,000 for the second quarter ended June 30, 2023. Reported Earnings • Aug 27
Second quarter 2023 earnings released: US$1.57 loss per share (vs US$0.032 profit in 2Q 2022) Second quarter 2023 results: US$1.57 loss per share (down from US$0.032 profit in 2Q 2022). Revenue: US$22.1m (up 1.5% from 2Q 2022). Net loss: US$5.32m (down US$5.36m from profit in 2Q 2022). Revenue is forecast to grow 30% p.a. on average during the next 2 years, compared to a 6.6% growth forecast for the Personal Products industry in North America. Duyuru • Jun 03
Irwin Naturals, Inc. Reports Impairment Charges for the First Quarter Ended March 31, 2023 Irwin Naturals, Inc. reported impairment charges for the first quarter ended March 31, 2023. For the period, the company reported goodwill impairment of 2,810,000. Reported Earnings • Jun 03
First quarter 2023 earnings released: US$2.27 loss per share (vs US$1.12 profit in 1Q 2022) First quarter 2023 results: US$2.27 loss per share (down from US$1.12 profit in 1Q 2022). Revenue: US$22.5m (flat on 1Q 2022). Net loss: US$7.63m (down US$8.97m from profit in 1Q 2022). Revenue is forecast to grow 34% p.a. on average during the next 3 years, compared to a 7.0% growth forecast for the Personal Products industry in North America. Board Change • Jun 03
Less than half of directors are independent There are 3 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. 1 independent director (2 non-independent directors). Independent Director Rod Kight is the most experienced director on the board, commencing their role in 2021. They were also the last independent director to join the board. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of experienced directors. Duyuru • Jun 02
Irwin Naturals, Inc. Announces Election of Sheri Orlowitz as A New Director of the Company as of May 12, 2023 Irwin Naturals, Inc. announced the election of Sheri Orlowitz as a new director of the Company as of May 12, 2023 to fill the vacancy left by the resignation of Mr. Bismuth earlier this month. Duyuru • Feb 19
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of Serenity Health. Irwin Naturals Inc. (CNSX:IWIN) agreed to acquire Serenity Health on November 25, 2022. Under the terms of the transaction, the total consideration will be paid in upfront and deferred consideration. Also included are contingent payments based on milestones related to expansion and profitability goals. The transaction is subject to regulatory approvals. Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of Serenity Health on February 18, 2023. Duyuru • Jan 29
Irwin Naturals Inc. (CNSX:IWIN) signed letter of intent to acquire Braxia Scientific Corp. (CNSX:BRAX) for $30 million. Irwin Naturals Inc. (CNSX:IWIN) signed letter of intent to acquire Braxia Scientific Corp. (CNSX:BRAX) for $30 million on January 27, 2023. Under the terms of the LOI, Irwin is prepared to offer a purchase price per Braxia Share based upon a valuation of the outstanding Braxia Shares of $30 million and the purchase price would be payable on closing of the transaction by the issuance of consideration shares to each holder of Braxia shares. The final purchase price per Braxia Share and the exchange ratio will be set forth and determined at the time the arrangement agreement is executed. The number of consideration shares will also be adjusted upward in the event that the total consideration received by holders of Braxia Shares is less than $30 million, to be determined at a specified period of time after the closing date and as set forth in the arrangement agreement. Additionally, under the terms of the LOI and in connection with the transaction, it is expected that the convertible securities of Braxia would, pursuant to the agreement, either remain outstanding in accordance with their terms or be exchanged for substantially similar securities of Irwin.
The transaction is subject to, among other things (i) completion of satisfactory due diligence by each of Braxia and Irwin; (ii) negotiation of and the entering into of a binding definitive Arrangement Agreement in connection with the Proposed Transaction; (iii) receipt of all required corporate approvals from the board of directors of Braxia and Irwin, respectively, and all regulatory and shareholder approvals, including the approval of the CSE and any required third-party consents: and (iv) Braxia having at least $0.431 million (CAD 0.575 million) in working capital immediately before closing on the Closing Date. Valuation Update With 7 Day Price Move • Dec 13
Investor sentiment improved over the past week After last week's 16% share price gain to CA$3.43, the stock trades at a trailing P/E ratio of 3.2x. Average forward P/E is 19x in the Personal Products industry in North America. Total loss to shareholders of 19% over the past year. Reported Earnings • Dec 01
Third quarter 2022 earnings released: US$0.45 loss per share (vs US$1.22 loss in 3Q 2021) Third quarter 2022 results: US$0.45 loss per share (improved from US$1.22 loss in 3Q 2021). Revenue: US$22.0m (down 7.0% from 3Q 2021). Net loss: US$673.0k (loss narrowed 54% from 3Q 2021). Revenue is forecast to grow 43% p.a. on average during the next 3 years, compared to a 18% growth forecast for the Personal Products industry in Canada. Duyuru • Dec 01
Irwin Naturals Inc. (CNSX:IWIN) agreed to acquire Serenity Health. Irwin Naturals Inc. (CNSX:IWIN) agreed to acquire Serenity Health on November 25, 2022. Under the terms of the transaction, the total consideration will be paid in upfront and deferred consideration. Also included are contingent payments based on milestones related to expansion and profitability goals. The transaction is subject to regulatory approvals. Board Change • Nov 16
High number of new and inexperienced directors There are 3 new directors who have joined the board in the last 3 years. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. Independent Director Rod Kight is the most experienced director on the board, commencing their role in 2021. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Duyuru • Nov 10
Irwin Naturals Inc. (CNSX:IWIN) signed binding, arms length agreement to acquire Assets of Tri-Cities Infusion & Wellness Clinic, PLLC. Irwin Naturals Inc. (CNSX:IWIN) signed a binding arms length agreement to acquire Assets of Tri-Cities Infusion & Wellness Clinic, PLLC on November 5, 2022. The total consideration is to be paid in stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. Valuation Update With 7 Day Price Move • Oct 20
Investor sentiment improved over the past week After last week's 21% share price gain to CA$2.60, the stock trades at a trailing P/E ratio of 2.1x. Average forward P/E is 15x in the Personal Products industry in North America. Total returns to shareholders of 4.0% over the past year. Duyuru • Oct 01
Irwin Naturals Inc. (CNSX:IWIN) entered into an agreement to acquire Keta Media, LLC. Irwin Naturals Inc. (CNSX:IWIN) entered into an agreement to acquire Keta Media, LLC on September 29, 2022. The total consideration at closing will be paid in cash consideration, including the assumption of certain debts of Ketamine Media. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The transaction is subject to to certain customary closing condition and regulatory approvals. Valuation Update With 7 Day Price Move • Sep 15
Investor sentiment improved over the past week After last week's 15% share price gain to CA$2.48, the stock trades at a trailing P/E ratio of 2.1x. Average trailing P/E is 16x in the Personal Products industry in North America. Total returns to shareholders of 10% over the past year. Reported Earnings • Aug 30
Second quarter 2022 earnings released: EPS: US$0.032 (vs US$2.83 in 2Q 2021) Second quarter 2022 results: EPS: US$0.032 (down from US$2.83 in 2Q 2021). Revenue: US$21.8m (down 18% from 2Q 2021). Net income: US$39.0k (down 99% from 2Q 2021). Profit margin: 0.2% (down from 11% in 2Q 2021). Duyuru • Aug 16
Irwin Naturals Inc. (CNSX:IWIN) acquired Assets from Hobie Fuerstman DO PLC. Irwin Naturals Inc. (CNSX:IWIN) entered into a binding agreement to acquire Assets from Hobie Fuerstman D O PLC on June 17, 2022. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The agreement is subject to certain customary closing conditions and regulatory approvals.
Irwin Naturals Inc. (CNSX:IWIN) acquired Assets from Hobie Fuerstman DO PLC on August 15, 2022. Irwin Naturals will provide sellers cash payments as well as 284,848 subordinate voting shares upon closing. Irwin Naturals Emergence previously acquired five ketamine clinics in Florida, one in Iowa., one in New Hampshire, and two in Georgia. Duyuru • Aug 09
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of Two ketamine clinics in Georgia from Invictus Clinic, LLC. Irwin Naturals Inc. (CNSX:IWIN) entered into a definitive agreement to acquire Two ketamine clinics in Georgia from Invictus Clinic, LLC on June 21, 2022. As consideration for the acquisition, Irwin Naturals will provide sellers cash payments, as well as at least 333,333 Subordinate Voting Shares to be issued no later than January 10, 2023. Furthermore, the transaction includes an additional contingent consideration based on future milestones related to operational and profitability targets, to be satisfied in shares. The clinics are located in Atlanta and Woodstock, Ga., operated under the name of the Invictus Clinic. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The transactions is subject to certain customary closing and regulatory approvals.
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of Two ketamine clinics in Georgia from Invictus Clinic, LLC on August 8, 2022. Duyuru • Jul 29
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of Assets of New England Ketamine PLLC. Irwin Naturals Inc. (CNSX:IWIN) entered into a binding agreement to acquire Assets of New England Ketamine PLLC on May 16, 2022. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The transaction is subject to certain customary conditions and regulatory approvals.
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of Assets of New England Ketamine PLLC on July 28, 2022. As consideration for the acquisition, the Irwin Naturals has issued 2,692 Proportionate Voting Shares and 31 Subordinate Voting Shares. Duyuru • Jun 22
Irwin Naturals Inc. (CNSX:IWIN) entered into a definitive agreement to acquire Invictus Clinic, LLC. Irwin Naturals Inc. (CNSX:IWIN) entered into a definitive agreement to acquire Invictus Clinic, LLC on June 21, 2022. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The transactions is subject to certain customary closing and regulatory approvals. Duyuru • Jun 18
Irwin Naturals Inc. (CNSX:IWIN) entered into a binding agreement to acquire Assets from Hobie Fuerstman D O PLC. Irwin Naturals Inc. (CNSX:IWIN) entered into a binding agreement to acquire Assets from Hobie Fuerstman D O PLC on June 17, 2022. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The agreement is subject to certain customary closing conditions and regulatory approvals. Reported Earnings • Jun 01
First quarter 2022 earnings released: EPS: US$1.12 (vs US$3.72 in 1Q 2021) First quarter 2022 results: EPS: US$1.12 (down from US$3.72 in 1Q 2021). Revenue: US$22.6m (down 6.4% from 1Q 2021). Net income: US$1.34m (down 64% from 1Q 2021). Profit margin: 5.9% (down from 15% in 1Q 2021). Duyuru • May 22
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of KHC Capital Group, LLC. Irwin Naturals Inc. (CNSX:IWIN) entered into an acquisition agreement to acquire KHC Capital Group, LLC on April 17, 2022. All clinic associated with the KHC Capital Group, LLC will be renamed to Irwin Naturals Emergence. As consideration for the acquisition, Irwin will issue subordinate voting shares (“SVS”) and proportionate voting shares (“PVS”) in the capital of Irwin, equivalent to 1,066,667 SVS on an as-converted to SVS basis and assume or pay off approximately $1,600,000 of debt at closing. In addition members of, Ketamine Health Center’s will be entitled to receive an additional payment equal to the value of 10 times the contracting entities’ 2022 EBITDA less the value of the Closing Consideration Shares at the time of closing to be paid in “SVS” and “PVS” as determined by Irwin will be based on the volume weighted average closing price of the SVS on the facilities of the CSE or such recognized Canadian or other senior stock exchange on which the SVS are then trading for the twenty trading days immediately prior to the date the applicable clinic satisfies the applicable conditions or such other price as may be mandated by the applicable policies of such exchange. The pre-acquisition owners of Ketamine Health Centers will be eligible to receive additional consideration based on certain conditions. If in the first three years after closing, the current Ketamine Health Centers team opens and operates additional clinics (to be branded as Irwin Naturals Emergence clinics) that earn $150,000 in EBITDA on a per clinic basis, on an annualized basis over a 150 day rolling period, the members of Ketamine Health Centers shall earn $250,000 in additional consideration to be paid in SVS and PVS. Such additional consideration is limited to a maximum of 10 additional clinics, and each clinic can only earn the additional consideration one time. Accordingly, up to an additional $2,500,000 of SVS may be issuable. Ketamine Health Center’s management team will remain in place following the acquisition. The agreement is subject to certain customary closing conditions and regulatory approvals.
Irwin Naturals Inc. (CNSX:IWIN) completed the acquisition of KHC Capital Group, LLC on May 20, 2022. As consideration for the acquisition, Irwin has issued 10,661 Proportionate Voting Shares (“PVS”) and 567 Subordinate Voting Shares (“SVS”), which is equivalent to a total of 1,066,667 SVS on an as-converted to SVS basis (“Closing Consideration Shares”) and is assuming approximately US$1.6 million of debt of which $1 million was repaid at closing. Furthermore, the transaction includes an additional contingent consideration based on future milestones related to operational and profitability targets, to be satisfied in shares. Duyuru • May 17
Irwin Naturals Inc. (CNSX:IWIN) entered into a binding agreement to acquire Assets of New England Ketamine PLLC. Irwin Naturals Inc. (CNSX:IWIN) entered into a binding agreement to acquire Assets of New England Ketamine PLLC on May 16, 2022. The total consideration is to be paid in a combination of cash and stock, with the maximum payable contingent on a number of milestones related to profitability and operational goals. The transaction is subject to certain customary conditions and regulatory approvals. Duyuru • May 04
Irwin Naturals Inc. to Report Q4, 2021 Results on May 03, 2022 Irwin Naturals Inc. announced that they will report Q4, 2021 results on May 03, 2022 Reported Earnings • May 03
Full year 2021 earnings released Full year 2021 results: Revenue: US$100.3m (up 12% from FY 2020). Net income: US$8.62m (up 19% from FY 2020). Profit margin: 8.6% (up from 8.1% in FY 2020). The increase in margin was driven by higher revenue. Board Change • Apr 27
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 4 experienced directors. No highly experienced directors. No independent directors (4 non-independent directors). was the last director to join the board, commencing their role in . The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. Duyuru • Apr 19
Irwin Naturals Inc. (CNSX:IWIN) entered into an acquisition agreement to acquire KHC Capital Group, LLC. Irwin Naturals Inc. (CNSX:IWIN) entered into an acquisition agreement to acquire KHC Capital Group, LLC on April 17, 2022. All clinic associated with the KHC Capital Group, LLC will be renamed to Irwin Naturals Emergence. As consideration for the acquisition, Irwin will issue subordinate voting shares (“SVS”) and proportionate voting shares (“PVS”) in the capital of Irwin, equivalent to 1,066,667 SVS on an as-converted to SVS basis and assume or pay off approximately $1,600,000 of debt at closing. In addition members of, Ketamine Health Center’s will be entitled to receive an additional payment equal to the value of 10 times the contracting entities’ 2022 EBITDA less the value of the Closing Consideration Shares at the time of closing to be paid in “SVS” and “PVS” as determined by Irwin will be based on the volume weighted average closing price of the SVS on the facilities of the CSE or such recognized Canadian or other senior stock exchange on which the SVS are then trading for the twenty trading days immediately prior to the date the applicable clinic satisfies the applicable conditions or such other price as may be mandated by the applicable policies of such exchange. The pre-acquisition owners of Ketamine Health Centers will be eligible to receive additional consideration based on certain conditions. If in the first three years after closing, the current Ketamine Health Centers team opens and operates additional clinics (to be branded as Irwin Naturals Emergence clinics) that earn $150,000 in EBITDA on a per clinic basis, on an annualized basis over a 150 day rolling period, the members of Ketamine Health Centers shall earn $250,000 in additional consideration to be paid in SVS and PVS. Such additional consideration is limited to a maximum of 10 additional clinics, and each clinic can only earn the additional consideration one time. Accordingly, up to an additional $2,500,000 of SVS may be issuable. Ketamine Health Center’s management team will remain in place following the acquisition. The agreement is subject to certain customary closing conditions and regulatory approvals. Reported Earnings • Nov 27
Third quarter 2021 earnings: Revenues and EPS in line with analyst expectations Third quarter 2021 results: US$1.22 loss per share. Revenue: US$23.7m (flat on 3Q 2020). Net loss: US$1.47m (flat on 3Q 2020). Revenue was in line with analyst estimates. Board Change • Oct 06
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 4 non-independent directors. was the last director to join the board, commencing their role in . The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. 
