VANCOUVER, BC, Feb. 4, 2021 /CNW/ - Delic Holdings Inc. ("DELIC" or the "Company") (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce it has entered into a binding letter agreement (the "Letter Agreement") to acquire Ketamine Infusion Centers LLC ("KIC"). KIC is a limited liability corporation formed under the laws of Arizona, which owns and operates two ketamine infusion treatment clinics, one in Phoenix, Arizona and the other in Bakersfield, California (the "Transaction"). Supported by clinical trials and peer reviewed studies, ketamine infusions has emerged as a promising treatment option for chronic diseases and pain disorders.
- The Transaction establishes DELIC as a diversified psychedelics organization. KIC has been growing steadily with revenues in excess of USD$1.5 million since 2019
- KIC will be Strategically Positioned to Leverage DELIC Platform and Brand: DELIC expects to drive patients to KIC through its media platform and become a national leader
- Established History of Providing Ketamine Infusion Services. The management team at KIC has been in business for 3 years expanding services throughout the United States
- Management Expertise. The acquisition of KIC will add a team of 6 medical professionals and employees bringing a wealth of industry experience and knowledge to DELIC
Matt Stang, Founder and CEO of DELIC commented, "We publicly listed DELIC with the intent of buying cash-flowing, scalable companies and that is exactly what KIC represents. KIC management has decades of experience in the health sector and has successfully scaled and exited over two dozen clinics and hospitals. KIC's extensive background in operating clinics and hospitals better enables DELIC to be the leader in ketamine clinic rollouts, ensuring that our patients receive the best medical treatment and care. We intend to use this best-practices methodology, such as an insurance reimbursement program, to scale-out our clinic footprint throughout the country."
Sonny Diaz, Co-Founder of KIC stated, "Our management team has been in the clinic and medical business for 15 years scaling and operating. We jumped on the opportunity to join DELIC as we feel the patient acquisition strategy - using DELIC's media platform to drive patients - is a potential game changer. We think there is an opportunity to scale our SOPs and clinics over the next 18 month to be the national leader in the space."
This acquisition demonstrates DELIC's evolution. By acquiring KIC, DELIC expands from being a central hub of psychedelic education, media, and information to being able to provide patients with psychedelic therapy. DELIC is uniquely positioned to provide the ability to bring digital awareness to its various holdings under the DELIC umbrella, and drive online users to our brick and mortar holdings, including KIC's physical psychedelic clinics.
Matt Stang continues, "From my years at High Times helping build the household cannabis brands of today, we know that in a nascent industry whoever yells the loudest gets the attention. Our media exposure and expertise is second to none in the industry and we feel like we can give a tremendous amount of attention to KIC and all future companies that join the DELIC ecosystem."
Over the last 3 years, the team at KIC has expanded from Arizona to California, while overseeing 4,000 treatments delivered to date, and generating over USD$1.5MM in revenue. KIC will operate under the DELIC umbrella, under the direction and guidance of Dr. Christopher Ray, Sonny Diaz, Rogelio Monzon, and Ganesh Acharya.
Under the terms of the Letter Agreement, DELIC will acquire all of the membership interests of KIC through a reverse triangular merger between KIC and a wholly-owned subsidiary of DELIC to be organized prior to execution by the parties of a definitive agreement (the "Transaction"). Subject to customary adjustment terms, DELIC has agreed, on closing of the Transaction, to issue [subordinate voting shares] in the capital of DELIC ("Consideration Shares") to the members of KIC (the "Members"), having an aggregate value of USD$2,250,000 with the number of Consideration Shares to be issued determined based on a price per share equal to the ten trading day volume weighed average trading price ("VWAP") of the Consideration Shares on the Canadian Securities Exchange (the "Exchange") immediately prior to closing of the Transaction. In addition, the Members will be eligible to receive additional Consideration Shares upon KIC's Bakersfield, California clinic posting three consecutive months of profitability and minimum revenue of USD$125,000, during the 12 months following the closing of the Transaction, such additional Consideration Shares to have an aggregate value of USD$800,000, based on a price per share equal to the 10 trading day VWAP of the Consideration Shares on the Exchange immediately prior to the date such milestone is achieved.
The Members have agreed that any Consideration Shares issued will be subject to a contractual hold period, with 10% of the share consideration to be released on the date that is six months and one day following closing, and 15% released every six months thereafter over a period of 36 months. In addition, Members have agreed to enter into voting support agreements with DELIC having a term of two years, pursuant to which the Members will vote as directed by the board of directors of DELIC, subject to customary carve-outs.
The parties entered into the Letter Agreement effective December 7, 2020 and have begun due diligence. The parties intend to complete the Transaction as soon as is practicable and, subject to satisfactory completion of customary closing conditions and due diligence, will use commercially reasonable efforts to enter into a definitive agreement by March 2021.
DELIC Always Expanding. In All Ways.
DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the first psychedelic umbrella platform and is currently a trusted source for those interested in psychedelic culture, psychedelic clinics, and more. DELIC's offerings include, Ketamine Infusion Center, a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, "Reality Sandwich", a free public education platform providing psychedelic guides, news and culture, "Meet Delic", the first ever psychedelic wellness summit, and "The Delic", an e-commerce lifestyle brand. For more information, check out www.deliccorp.com.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of DELIC's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning listing on the Canadian Securities Exchange, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric, the ability of DELIC to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors.
By identifying such information and statements in this manner, DELIC is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of DELIC to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, DELIC has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the conversion of the Subscription Receipts (as defined in the Previous Press Release); the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction.
Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although DELIC believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and DELIC does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to DELIC or persons acting on its behalf is expressly qualified in its entirety by this notice.
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SOURCE Delic Holdings Inc.
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