TORONTO: Halo Labs Inc. has entered into a definitive agreement to acquire all of the common shares of Nasalbinoid Natural Devices Corp. for C$5.1 million in Halo common shares at a deemed price of C$0.15 per share (a total of 34 million shares).
The common shares issued by Halo in conjunction with the planned acquisition will be subject to certain sale restrictions.
Nasalbinoid is focused on the development of an innovative line of all natural and refreshing personal nasal inhalers infused with cannabidiol (CBD) oil and under Halo’s leadership Tetrahydrocannabinol (THC) versions are planned to be formulated.
Nasal inhalation is the newest method of consumption in the cannabis market that stands outside of the smoking and vaporizing verticals. As the Covid-19 pandemic has grown, Halo has seen an increased demand for alternatives to smoking and vaping so customers can mitigate their susceptibility to the virus.
Nasal inhalers anticipated to strengthen Halo’s already leading product set to reach new consumer segments and expand dispensary penetration by offering a viable alternative to smoking and vaping
NDD joins Halo’s line up of branded specialty products like DabTabsTM 1 and the Accu-Dab TM
The Company believes alternative consumption methods to vaping and smoking combustible flower will grow at an expedited rate in the wake of state actions against vape cartridges and health concerns stemming from COVID-19
Acquisition to be paid in full using Halo stock
Preserves Halo’s cash position
Will augment the Company’s global high-growth plan
Nasalbinoid’s personal nasal inhalers are infused with natural scents to provide a convenient refreshing dose of CBD aromatherapy. NND has a line of three unique refillable inhalers and proprietary formulations: Tropical, Berry and Cinnamint, with more in development. Halo plans to launch THC and THC/CBD combination formulations for a total of nine different offerings to be launched this year.
Intranasal consumption of CBD can be compared with inhalation of CBD in terms of bioavailability because, as in the case of absorption in the lungs, absorption from the mucous membrane in the nasal cavity allows for the CBD molecules to enter the bloodstream relatively fast and in an unmetabolized form. Studies performed by Paudel et al3 showed that concentrations of CBD in the blood plasma following nasal exposure were an effective method of CBD delivery. The Company also believes that personal nasal delivery of cannabinoids also could be considered more consumer friendly as it reduces potential lung damage associated with smoking or vaping.
Kiran Sidhu, CEO and Co-Founder of Halo, comments, “I am pleased to announce the proposed acquisition of NND as another flagship product that will strengthen Halo’s overall product portfolio. Following the vaporizer crisis in late 2019 that decimated much of the vaporizer industry, Halo is continuing its path to enhance user experience through innovative products such as the Nasalbinoid Natural Devices.”
Concurrent Non-Brokered Private Placement
As a condition to closing the Acquisition, Halo is pleased to announce a concurrent non-brokered private placement of Halo common shares at a price of C$0.11 per share for aggregate gross proceeds of up to C$425,000 (“Concurrent Financing”) (a total of up to 3,863,636 shares). Any securities issued in connection with the Concurrent Financing will be subject to a four month and one day statutory hold period pursuant to applicable securities laws. Halo intends to use the proceeds of the Concurrent Financing for general working capital purposes. In connection with the Acquisition, Halo will issue 10% of the consideration in common shares of the Company to an arm’s length finder at a deemed price of C$0.15 per share (a total of 3,400,000 shares).
Both the Acquisition and Concurrent Financing are expected to close on or before April 17, 2020 and are subject to the satisfaction or waiver of customary conditions, including the receipt of all applicable regulatory and stock exchange approvals.