Irwin Naturals (OTCQB: IWINF) (FRA:97X) has completed the acquisition of KHC Capital Group, LLC. following the April acquisition agreement with KHC Capital and related entities (Ketamine Health Centers), which owns a chain of five ketamine treatment clinics in Florida with an additional partnership contract with an affiliate clinic in Mexico.
"Our roll-up strategy of clinics is highly accretive, enabling us to fuel rapid growth of revenues and profitability. With six clinics under our belt, a pipeline of over 100 targets in our M&A pipeline, and strong demand for these services, we have made the first meaningful strides towards executing on our vision," Irwin's CEO, Klee Irwin said. "This is important because, as a psychedelic, ketamine is a stunningly effective treatment for many mental health disorders. However, some Americans are not clear on its effectiveness. With nearly 80% of US households familiar with the trusted Irwin brand, it will be the welcome face of a familiar friend in a crowd of strangers – making this lifesaving solution a bit less intimidating to those in need."
Transaction Terms
As consideration for the acquisition, the Company 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.
