Empower Clinics Archives - Green Market Report

Empower Clinics (OTC: EPWCF) is selling its legacy cannabis assets for $1 million and said it plans to fully focus on its integrated healthcare business. The non-binding agreement outlines that Andrea Klein and Dustin Klein are buying Sun Valley Health Holdings LLC, Sun Valley Health Franchising, LLC, Sun Valley Health, LLC, Sun Valley Health West, LLC, Sun Valley Health Tucson, LLC, Sun Valley Health Mesa, LLC, Sun Valley Alternative Health Centers NV, LLC, and all subsidiaries.

According to the company statement, the structure of the agreement is on a cash-free, debt-free basis wherein the consideration of $1 million and is to be settled by the transfer from the Kleins to, or as directed by, the Seller, of such number of common shares in the capital of Empower as is equal to $1 million.

Not long ago the company reported its earnings for the first quarter of 2021 with total revenues of $2,036,700 versus 2020 revenues of $789,135, representing 258% year over year growth. The company said that the increase over the prior year is attributable to the impact of COVID-19, along with the acquisition of Kai on October 5, 2020, partially offset by the reduction in patients visiting the Sun Valley Health clinics as a result of State legalization of cannabis in November 2020. In June 2021, Empower entered into a six-month pilot program with PharmaChoice to sell Kai Care saliva test kits. PharmaChoice is a fast-growing, independently owned Canadian Pharmacy network with more than 900 locations covering the PharmaChoice and RxHealthMed brands. Also in June, Empower signed a non-binding term sheet to acquire Medisure + Sure Canada Inc., a leading Canadian manufacturer of medical devices for patients managing diabetes.

Empower Clinics Inc. (CSE: CBDT)(OTC PINK: EPWCF) released its audited consolidated financial statements in United States dollars. Empower Clinics reported total revenues grew 58% to $3,209,196 for the fiscal year 2020 versus revenues of $2,031,581 for the fiscal year 2021. The company had a net loss of $17,066,311 or $0.09 per share compared to $4,301,663 or $0.04 per share for the fiscal year 2019. the company said this was primarily driven by a non-cash loss on the fair value adjustment related to its warrants outstanding that were impacted by the significant appreciation of the company’s share price (a key input in determining the fair value).

Operating costs were lowered to $4,489,427 for the year from $6,151,214 for 2019, representing a reduction of 27%. Cash on December 31, 2020, was $4,889,824, compared to cash of $179,152 on December 31, 2019, which increase was primarily driven by the proceeds generated on the exercise of share purchase warrants.

“2020 presented our company with unexpected challenges, yet through the pandemic, we discovered and experienced growth. Among other initiatives, we were able to expand the impact of our integrated health model through a successful pivot towards the COVID testing space through our acquisition of Kai Medical Laboratory and our big step into the Canadian healthcare market with the acquisition of Lawrence Park and Atkinson clinics,” said Steven McAuley, Chairman, and CEO of Empower Clinics. “I look forward to the year ahead as we continue to expand the portfolio of direct-to-consumer testing products through Kai Medical and the Kai Care brand. Finally, I am so encouraged by our partnerships with best-in-market brands in the pharmacy and airlines industries as well as securing additional reputable clients and acquisitions for our future growth”.

As part of total revenues, Empower said that the clinic services revenues for the fourth-quarter and full-year 2020 were $848,190 and $3,154,301, respectively, compared to Q4 and full-year 2019 revenues of $542,677 and $1,949,549, respectively. The company said the increase over the prior year was attributable to the impact of COVID-19, along with the acquisition of Kai on October 5, 2020, partially offset by the reduction in patients visiting the Sun Valley Health clinics as a result of State legalization of cannabis in November 2020. The company acquired Kai Medical Laboratory in June, which operates a high-complexity CLIA and COLA accredited laboratory that provides reliable and accurate testing solutions to hospitals, medical clinics, pharmacies, and employer groups.

Since the quarter and year ended, Empower said it paid off in full certain secured loans and promissory notes in the amount of $1,353,188. In June 2021, Empower signed a non-binding term sheet to acquire Medisure + Sure Canada Inc. who is a leading Canadian manufacture of medical devices for patients managing diabetes.

Empower Clinics Inc. (CSE: CBDT) (OTCQB: EPWCF) is buying Medi + Sure Canada Inc. also called Medisure, a leading Canadian manufacturer of medical devices for patients managing diabetes in a deal valued at $3.5 million. Last year, Empower created a subsidiary company dedicated to the advancement of psilocybin research and patient care, addressing the significant mental health issues of anxiety, depression, post-traumatic stress disorder (PTSD), and addiction.

“This acquisition will provide an immediate impact on our footprint in Canada and bolster our direct-to-consumer testing products initiative while expanding the breadth of our overall service offerings on an accelerated basis. Moreover, consistent with the impact on our two recent acquisitions, the addition of Empower’s financial, marketing, and business development resources is expected to significantly expand the success of Medisure within the first year of operations both on the ground and online,” stated Steven McAuley, Chairman, and CEO of Empower Clinics. “In addition to their great products, MediSure also provides us with an immediate and experienced medical device manufacturing, fulfillment, and distribution point for all forms of testing products in Canada including Kai Care.”

MediSure is a Canadian-owned and operated manufacturer with over a decade of experience meeting the high cost needs of diabetic patients in an affordable and accessible manner. MediSure is a leader in the consumer-driven healthcare sector with a current presence in over 4,000 Canadian pharmacies, 50,000 end-users and unaudited twelve-month trailing revenues of C$1.9 million.

McAuley added “As I’ve stated to our shareholders on multiple occasions throughout 2021, Empower is in the strongest position it has ever been and will continue to grow every aspect of our business unabated and without interruption. In addition to this acquisition, in the last 30 days alone we have announced expansions of our clinics, gone live on our KAI Saliva RT-PCR test with Air Canada and are very advanced on tripling the size of the KAI Medical Laboratory facility. We are hitting on all cylinders and well on our way to becoming a major vertically integrated healthcare company. I fully expect Empower to have continued strong business announcements in June and throughout 2021

Empower Clinics (OTC PINK:EPWCF) announced it buying Lawrence Park Health and Wellness Clinic Inc., 1100900 Canada Inc dba Atkinson, and Momentum Health Inc. collectively. The deal is contingent on Empower completing a debt or equity financing to raise minimum gross proceeds of C$750,000. The company has entered into an agreement with Mackie Research Capital Corporation for a private placement of up to C$1,100,000. The private placement is scheduled to close on or about the week of November 2, 2020, and the acquisition is expected to occur on or about November 10, 2020.

“The acquisition of Momentum Health is expected to advance the direction and growth prospects for Empower overall,” said Steven McAuley, Empowers Chairman & CEO. “As we continue to position Empower as an integrated healthcare company, bringing alternative care together with primary care facilities enables us to deploy a better healthcare model, based on progressive technology and in-person care. Having Dr. Rabinowitz and Dr. Tsimerman join me in leadership to rapidly expand Empowers clinic footprint across Canada is another important step toward our growth objectives.”

Empower is a vertically integrated health and wellness company serving a database of 165,000 patients through clinics in the southwest United States, a telemedicine platform and a world-class medical diagnostics laboratory. Momentum Health operates a network of medical clinics with a comprehensive team of physicians and therapists who apply a holistic and hands-on approach working with patients to unlock potential well-being. Key services include Physiotherapy, Chiropractic, Massage Therapy, Traditional Chinese Medicine, Athletic Therapy, and others.

The proposed acquisition will include the acquisition of two standalone wellness clinics and four new co-located clinics in the Greater Toronto area of Ontario, Canada. Moreover, the proposed acquisition includes incentives for the two Co-Founders of Momentum Health to open an additional 30 clinics across Canada.

Momentum Health Co-Founder Dr. Rabinowitz commented “Our core values of professionalism, corporate responsibility and community health fall directly in line with Empower. We are extremely excited to collaborate with this tremendous organization to provide reliable and trusted healthcare for communities across Canada.”

PROPOSED TERMS OF ACQUISITION

Under the proposed terms, the Company will pay $275,000 CAD cash at closing and a $75,000 CAD performance holdback, for an aggregate cash payment of $350,000 CAD. In addition, at closing, Empower will issue Dr. Jordan Rabinowitz and Dr. Aviv Tsimerman common shares in the capital of Empower having an aggregate value of $250,000 CAD and, subject to the satisfaction of defined performance metrics, additional Shares having an aggregate value of $250,000 CAD, which will vest in quarterly installments over 24 months following the closing. All Share consideration is expected to be based on a deemed price per share equal to the 10-day volume-weighted average closing price per Share on the Canadian Securities Exchange for the period ending on the last business day prior to the closing.