Entheon Biomedical has entered into a binding letter of intent to acquire all issued and outstanding shares of Canadian nutraceutical group Nutravisor.
The transaction is an all-share deal with an approximate value of C$40m ($29.16m).
Under the proposed transaction, Nutravisor would become the operating business of the combined entity.
The deal is expected to be completed through a share exchange, merger, amalgamation, arrangement or similar structure, with Nutravisor shareholders receiving common shares in Entheon in exchange for their holdings.
The final structure remains subject to tax, corporate and securities law advice and will be set out in a definitive agreement targeted for January 2026.
Entheon CEO Timothy Ko added: “We see this transaction is an excellent opportunity for the ENBI shareholders and look forward to a bright future with Nutravisor.”
Nutravisor CEO Max Krangle said: “Nutravisor is thrilled to move forward with this transaction. The successful completion of Proposed Transaction is expected to help Nutravisor achieve its goal in becoming a global leader in providing consumers with pouch and nutraceutical products.”
Nutravisor operates as a holding company overseeing a portfolio of health and wellness brands and digital platforms.
Its portfolio includes the nootropic pouch brand Leezys and the longevity-focused nutraceutical brand Lifetime Secret, alongside Nutravisor, founded in 2025 to specialise in nootropics and nutraceuticals.
The group positions its brands around ingredient sourcing standards, formulation consistency and integration of supplementation with health data.
Under the terms of the letter of intent, Entheon will issue 53.3 million common shares to Nutravisor shareholders at a deemed price of C$0.75 per share, implying consideration of approximately C$40m on a post-consolidation basis.
Entheon will also complete a share consolidation of approximately 6.93:1, resulting in a value of C$1.5m attributed to existing Entheon shareholders.
A finder’s fee of C$500,000 is payable in connection with the transaction.
In parallel with, or prior to closing, Nutravisor may complete a private placement of up to approximately C$5m, with securities exchanged for Entheon shares on the same basis as the main transaction.
Following completion, Nutravisor’s management team is expected to assume control of the resulting issuer.
All but one of Entheon’s directors would step down, with the board reconstituted to include Nutravisor nominees.
Entheon is also expected to adopt a new corporate name, subject to regulatory approval.
The transaction is expected to constitute a “fundamental change” under CSE Policy 8, with closing targeted on or before 30 March 2026.
Entheon CEO Timothy Ko added: “We see this transaction is an excellent opportunity for the ENBI shareholders and look forward to a bright future with Nutravisor.”
