PharmaDrug Signs LOI to Acquire Equity Interest in Canurta Inc.

Core Viewpoint - PharmaDrug Inc. has signed a non-binding Letter of Intent to acquire up to a 40% equity interest in Canurta Inc., a biotechnology company focused on developing botanical drugs for inflammation and neurodegenerative diseases [1] Deal Structure - The acquisition will occur in two tranches: the first tranche will involve 19.9% and the second tranche 20.1% of Canurta's issued units [2] - PharmaDrug will issue a total of 58,807,438 common shares in exchange for the equity interest, with the share price based on the 20-day volume-weighted average prior to closing [2] - Upon completion, Canurta will hold approximately 44% of the issued PHRX Shares on a pro forma basis [2] - A definitive agreement is expected to be settled within 30 days [2] Financial Contributions - Canurta will contribute a minimum of $85,000 to PharmaDrug at the closing of each tranche via a non-interest-bearing promissory note [4] Leadership Changes - Akeem Gardner, Founder and CEO of Canurta, will join PharmaDrug's Board of Directors, expected to enhance PharmaDrug's biotechnology pipeline and capital market initiatives [5] Shareholder Approval - PharmaDrug plans to hold a shareholder meeting to approve the issuance of PHRX Shares related to the second tranche [6] Conditions for Completion - The transaction is subject to conditions including the execution of a definitive agreement, satisfactory due diligence, and necessary regulatory and shareholder approvals [7] About Canurta Inc. - Canurta is a pre-revenue biotechnology company focused on developing botanical therapeutics for inflammatory and neurodegenerative diseases, with its lead candidate CNR-401 advancing towards Phase 2 clinical trials for ALS [9][10] - As of June 30, 2025, Canurta reported total assets of approximately $6.6 million and total liabilities of about $8.0 million, resulting in a net shareholders' deficit of approximately $1.4 million [11] Strategic Initiatives - Canurta has initiated a Bitcoin Treasury initiative, the Satoshi Trials™, to explore Bitcoin as a funding mechanism for R&D activities [13] - Recent strategic initiatives include a binding letter of intent for a business combination with extractX Ltd. to enhance Canurta's extraction capabilities [14] Deal Rationale - The transaction aims to combine PharmaDrug's public market resources with Canurta's research technologies, potentially accelerating growth and shareholder value [16] - The investment allows PharmaDrug to participate in innovative financing strategies through the Satoshi Trials™ [18]