Entheon Announces Execution of Business Combination Agreement with Nutravisor

Core Viewpoint - Entheon Biomedical Corp. has entered into a definitive business combination agreement with Nutravisor Inc., which will result in a reverse takeover of Entheon by Nutravisor and a name change to "STRYK Brands Inc." upon closing of the transaction [1][2][6]. Business Combination Agreement - The business combination will be structured as a "three-cornered amalgamation" involving Entheon, a wholly-owned subsidiary (Subco), and Nutravisor [5]. - The transaction values Nutravisor at a deemed value of $40 million, leading to the issuance of approximately 53,333,333 post-consolidation Entheon Shares to Nutravisor shareholders [5]. - Each Nutravisor shareholder will receive 4.2395 post-consolidation Entheon Shares for each Nutravisor Share held, based on the agreed exchange ratio [5][6]. Financing and Share Consolidation - Nutravisor plans to complete equity financings for gross proceeds of not less than $4 million and up to $10 million [5]. - Entheon will consolidate its shares on a basis of one post-consolidation share for every 6.93 pre-consolidation shares [5]. Regulatory and Approval Process - The completion of the proposed transaction is subject to various conditions, including obtaining conditional approval to list the resulting issuer's shares on the Canadian Securities Exchange (CSE) [3][6]. - Entheon will file a Form 2A Listing Statement with the CSE as part of the process [3]. Shareholder Meeting - An annual general and special meeting of Entheon shareholders will be held to approve the proposed transaction, with the meeting anticipated in March 2026 [10][11]. Management of Resulting Issuer - The board of directors and executive team of the resulting issuer will include a minimum of three directors, with Max Krangle as Chief Executive Officer [12].