Irwin Naturals Signs LOI to Acquire Braxia Scientific

Final price per share still to be determined.

Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) has entered into a nonbinding amended and restated letter of intent to purchase medical research company Braxia Scientific Corp. (CSE: BRAX) (OTC: BRAXF) for a price tag yet to be determined.

Under the agreement, Irwin will pitch a purchase price per Braxia share based upon a valuation of the outstanding $30 million worth of Braxia shares, though the final price per Braxia share and the exchange ratio will be set forth and determined when the agreement is executed.

“We are excited to be building North America’s leading mental health and depression network under the medical expertise of Braxia’s scientific management team, including Dr. McIntyre, the world’s foremost expert in depression and ketamine research,” Irwin CEO Klee Irwin said in a statement. “This combination is a major accelerator and differentiator for Irwin’s network of Emergence clinics across the U.S. as we launch clinical research services for large pharma and emerging biotechnology companies and enhance our capacity with telemedicine capabilities.”

Klee also said the combination would give the company “access to more attractive financing, making this an attractive potential business combination for Braxia shareholders.”

The company said that the purchase price would be payable on closing by the issuance of Irwin shares to each holder of Braxia stock. Based on the closing price of Irwin shares and Braxia shares on the CSE on Jan. 25 of C$3.80 and C$0.05, respectively, the purchase price and exchange ratio imply a 315.72% premium to the price of Braxia shares.

The number of Irwin shares will also be adjusted upward in the event that the total consideration received by holders of Braxia Shares is less than $30 million, to be determined at a specified period of time after the closing date and as set forth in the agreement.

The LOI further states that the Irwin shares would be subject to a lock-up period and would be restricted from transfer or sale for a period of six months after close. Braxia insiders would be subject to a lock-up period of 12 months from the closing date.

The deal would bear out operations in several state markets in the U.S. and in Canada across three important business verticals: clinics, international clinical research services, and telehealth.

“This combination will optimize the drive for growth of mental health services, creating a first-mover advantage in many important markets in North America, while also expanding innovative drug development research to benefit from economies of scale across the businesses,” Irwin Naturals president Adam Berk.

Adam Jackson

Adam Jackson covers the cannabis industry for The Green Market Report. He previously covered the Missouri statehouse for The Columbia Missourian and has written for The Missouri Independent. He most recently covered retail, restaurants, and other consumer companies for Bloomberg Business News. You can find him on Twitter @adam_sjackson and email him at

Leave a Reply

Your email address will not be published. Required fields are marked *

Get the latest cannabis news delivered right to your inbox

The Morning Rise

Unpack the industry with the daily cannabis newsletter for business leaders.

 Sign up

About Us

The Green Market Report focuses on the financial news of the rapidly growing cannabis industry. Our target approach filters out the daily noise and does a deep dive into the financial, business and economic side of the cannabis industry. Our team is cultivating the industry’s critical news into one source and providing open source insights and data analysis


Recent Tweets

@GreenMarketRpt – 1 hour

Curaleaf Doubles Down on Utah as Medical Market Grows

@GreenMarketRpt – 7 hours

Lowell Farms Posts $24.6 Million Loss for 2022, But CEO Optimistic

Back to Top

Choose Your News

Subscribe to the Green Market Report newsletter that gives you original content delivered straight to your inbox.


By continuing I agree to your Privacy Policy and consent to receive relevant newsletters and other email communications on events, editorial features, and special partner offers from Green Market Report. I can unsubscribe or change my email preferences at any time.