Lifeist Wellness Inc. (OTCQB:NXTTF) (TSXV:LFST) (FRANKFURT:M5B) sold Findify AB, the company’s Swedish subsidiary that operates an AI-powered product search and discovery platform. Findify was acquired by Lifeist four years ago and successfully integrated technology to increase monetization of its online platforms.
“The sale of Findify is a natural part of Lifeist’s evolution from inhalation products e-tailer to a wellness portfolio company, where we leverage science and technology to deliver innovative consumer packaged goods, rather than to deliver increased web sales,” stated Meni Morim, CEO of Lifeist. “After a robust auction process, we were able to secure a deal that gave Lifeist 100% cash upfront to solidify our balance sheet. We are well capitalized to fund our growth initiatives in our core areas of focus, B2B recreational cannabis and nutraceuticals, where we see significant value creation for our stakeholders.”
Pursuant to the terms of the share purchase agreement dated as of the date hereof entered into between Lifeist, as vendor, Maropost AB, as purchaser, and Maropost Inc., Lifeist has sold all of the issued and outstanding shares of Findify to Maropost AB, a wholly owned Swedish subsidiary of Maropost Inc., for total consideration of $4.45 million in cash, subject to a working capital and net debt adjustment post-closing in accordance with the SPA.
At the closing, Lifeist received a cash payment in the amount of $3.78 million representing the preliminarily determined purchase price less a $300,000 holdback for certain indemnification obligations of the vendor to the purchaser, if any. The holdback is releasable to Lifeist in two tranches of $150,000 on each of the 90-day and 12-month anniversary of the closing, respectively, subject to any outstanding or pending claims for indemnification.
The transaction constituted a reviewable transaction pursuant to the policies of the TSXV and the company has received approval of the TSXV to close the transaction. The transaction did not involve any non arm’s length parties.
Paradigm Capital acted as exclusive financial advisor to the company receiving advisory fees in respect thereof and in addition received CA$350,000 ($274,722) by way of a success fee. In addition, Lifeist has issued 664,121 common shares to Paradigm Capital as compensation for its work fee in the amount of CA$40,000, based on a per share price equal to the 20-day VWAP of Lifeist’s common shares less a 5% discount. The shares issued to Paradigm are subject to a hold period expiring on September 27, 2022.
Photo: Courtesy of Diyahna Lewis on Unsplash
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