Core Viewpoint - Entheon Biomedical Corp. has entered into a binding Letter of Intent to acquire all outstanding shares of Nutravisor Inc., aiming to create a combined entity that will continue Nutravisor's business operations [1][2]. Transaction Details - The Proposed Transaction will be executed through a share exchange, merger, or similar method, where Nutravisor shareholders will receive Entheon shares in exchange for their Nutravisor shares [3]. - Entheon will issue 53,333,333 shares to Nutravisor shareholders at a price of $0.75 per share, totaling approximately $40 million post-consolidation [4]. - A share consolidation of approximately 6.93:1 will occur, allocating $1.5 million to Entheon shareholders, with a finder's fee of $500,000 associated with the transaction [4]. Concurrent Offering - Nutravisor may conduct a private placement of up to $5 million prior to or alongside the closing of the Proposed Transaction, with terms based on market conditions [5]. Management and Governance - Post-transaction, Nutravisor's management will lead the Resulting Issuer, with most of Entheon’s current directors resigning and being replaced by Nutravisor-nominated directors [7]. Conditions and Approvals - The completion of the Proposed Transaction is subject to standard conditions, including the execution of a Definitive Agreement expected in January 2026, with a target closing date on or before March 30, 2026 [8][15]. - The transaction is anticipated to be classified as a "Fundamental Change" under CSE Policy 8, leading to a halt in trading of Entheon shares pending regulatory review [9].