November 24, 2025 — Else Nutrition Holdings Inc. has entered into a convertible security funding agreement with Lind Global Fund III LP, securing an initial investment and potential follow-on funding totaling up to US$1.28 million.
The agreement, executed with Lind Global Fund III LP, managed by The Lind Partners, LLC, involves the issuance of an initial convertible security with a face value of US$420,000. After deducting the original issue discount and closing fees, Else Nutrition will receive US$337,750.
The Initial Convertible Security has a 24-month maturity date and will be convertible into common shares of Else Nutrition, subject to a four-month lock-up period. Lind Partners can convert 1/20th of the face value monthly at a conversion price based on 80% of the five-day volume weighted average price of the shares before each conversion, or the five-day volume weighted average price less the maximum allowable discount per Toronto Stock Exchange policies.
Else Nutrition has the option to buy back the outstanding face value of the Initial Convertible Security after 180 days with a 5% premium. If Else exercises this buy-back right, Lind has the option to convert up to 33% of the face value of the Initial Convertible Security into shares.
Following the Initial Convertible Security issuance, Else Nutrition has the option for additional investments: up to US$310,000 for a Second Convertible Security, up to US$310,000 for a Third Convertible Security, and up to US$310,000 for a Fourth Convertible Security, all upon mutual agreement.
Each convertible security includes detached warrants to purchase shares. The Initial Convertible Security includes 2,069,781 warrants with an exercise price equal to 130% of the five-day volume weighted average price of the shares before the closing date and expire 48 months after issuance. Subsequent draws will include warrants calculated similarly, based on the dollar amount of the draw and the share price before closing, with the same exercise price and expiry date.
The agreement includes volume restrictions on reselling shares issued upon conversion and restrictions on short sales.
Else Nutrition will allocate the proceeds from the Initial Convertible Security toward production and general working capital.
The Toronto Stock Exchange has accepted the notice of the agreement and conditionally approved the listing of up to an additional 10,582,354 shares. Shares issued via conversions will be under TSX private placement rules, restricting free trading for four months and one day following closing, subject to Canadian and U.S. securities laws.
The Lind Partners, established in 2011, manages institutional funds investing in small- and mid-cap public companies in the US, Canada, Australia, and the UK, with investments ranging from US$1 to US$30 million.
Else Nutrition Holdings Inc. develops innovative, plant-based food and nutrition products for infants, toddlers, children, and adults. Its non-soy formula, made with almonds, buckwheat, and tapioca, has received testimonials and retailer support, leading to sales growth.
Awards and Recognition include:
- “2017 Best Health and Diet Solutions” award at Milan’s Global Food Innovation Summit
- #1 Best Seller on Amazon in the Fall of 2020 in the New Baby & Toddler Formula Category
- “Best Dairy Alternative” Award 2021 at World Plant-Based Expo
- Nexty Award Finalist at Expo West 2022 in the Plant-Based lifestyle category
- During September 2022, Else Super Cereal reached the #1 Best Seller in Baby Cereal across all brands on Amazon
Caution Regarding Forward-Looking Statements:
This press release contains forward-looking statements regarding funding under the Agreement and the issuance of convertible securities, including the Initial Convertible Security, the Second Convertible Security, the Third Convertible Security, the Fourth Convertible Security and the Warrants under the Agreement. Actual results may differ due to risks, uncertainties, and assumptions including the ability of the Company and Lind to negotiate the terms of the definitive funding agreement, variations in market conditions; currency exchange rates; the Company’s ability to obtain any necessary permits, consents or authorizations required for its activities; the Company’s ability to access further funding, to continue its projected growth, or to be fully able to implement its business strategies. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Source: Else Nutrition Holdings Inc.
