Wellbeing Digital Sciences Inc. (“Wellbeing” or the “Company”) (NEO: MEDI) (OTC: KONEF) (FRA: SQ2), an evidence-based mental healthcare company focused on the development and implementation of innovative clinical solutions, including psychedelic medicine and digital therapeutics as supported by clinical research, announces that the Company has entered into a share purchase agreement (the “Purchase Agreement”), dated June 7, 2023, with Cardinal Group Inc. (the “Purchaser”), pursuant to which it proposes to assign (the “Transaction”) to the Purchaser all of the outstanding share capital of its wholly-owned subsidiary, KGK Science Inc. (“KGK” or the “Subsidiary”).
In consideration for the acquisition of KGK, the Purchaser has agreed to pay $2,000,000 (the “Purchase Price”), from which they advanced a non-refundable deposit of $200,000 upon signing of the Purchase Agreement. Further deposits can be advanced at the discretion of the Purchaser, subject to the approval of the Company, prior to completion of the Transaction.
The Company and KGK are at arms-length from the Purchaser, and no finders’ fees or commissions are payable by the Company in connection with the entering into of the Purchase Agreement. Completion of the Transaction is subject to a number of conditions, including receipt of all necessary shareholder and regulatory approvals, as well as completion of customary closing deliverables. During the period between the signing of the Agreement and the closing of the Transaction, Wellbeing will continue to operate the business in accordance with customary interim operating covenants.
The Transaction represents a disposition of substantially all of the operating assets of the Company and, as a result, is subject to the approval of the Shareholders of the Company. Approval of the shareholders will be sought at a special meeting (the “Meeting”) to be convened shortly. Further details regarding the Transaction will be made available to shareholders in a management information circular to be prepared in connection with the Meeting.
ABOUT KGK SCIENCE
Subsidiary of Wellbeing Digital Sciences, KGK is a leading North American contract research organization based in London, Ontario that primarily provides high-quality clinical research trials with a focus on nutraceutical and emerging health care products. Founded in 1997, the business has successfully helped hundreds of companies with custom designed clinical trials and claim substantiation strategies to move products into global markets. KGK’s other existing service lines include expert regulatory support and compliance solutions, participant recruitment, research support services and consulting services. Furthermore, the company has produced over 150 publications, executed over 400 clinical trials across more than 40 indications, amassed 25,000 participants in its database and collected 10 million data points.
Source: https://www.businesswire.com/
