Vancouver, British Columbia — December 22, 2025 — Leads & Copy — Entheon Biomedical Corp. (CSE: ENBI) (OTCQB: ENTBF) (FSE: 1XU) has announced it has entered into a binding Letter of Intent (LOI) dated December 18, 2025, with Nutravisor Inc. Under the terms of the LOI, Entheon will acquire all of the issued and outstanding common shares of Nutravisor (the Proposed Transaction). Following the completion of the Proposed Transaction, the combined entity will continue the business of Nutravisor (the Resulting Issuer).
Max Krangle, CEO of Nutravisor, said Nutravisor is thrilled to move forward with this transaction and that the successful completion of the Proposed Transaction is expected to help Nutravisor achieve its goal in becoming a global leader in providing consumers with pouch and nutraceutical products.
Timothy Ko, CEO of Entheon, said that the company sees this transaction as an excellent opportunity for the ENBI shareholders and looks forward to a bright future with Nutravisor.
The Proposed Transaction is expected to be completed by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction whereby the shareholders of Nutravisor will receive common shares in the capital of the Entheon in exchange for their shares in the capital of Nutravisor. The final structure and form of the Proposed Transaction remains subject to satisfactory tax, corporate and securities law advice for both Entheon and Nutravisor and will be set forth in a definitive agreement to be entered into among the parties.
Under the terms of the LOI, Entheon has agreed to issue an aggregate of 53,333,333 shares of Entheon to existing shareholders of Nutravisor at a per share price equal to $0.75 for aggregate consideration equal to approximately $40,000,000 on a post-consolidation basis. Entheon shall be required to complete an approximately 6.93:1 share consolidation such that the value allocated to Entheon shareholders shall be $1,500,000. A finder’s fee in the amount of $500,000 is being paid in connection with the Proposed Transaction.
In conjunction with, or prior to the closing of the Proposed Transaction, Nutravisor may complete a private placement of up to approximately $5,000,000 (the Concurrent Offering). The terms of the Concurrent Offering will be determined in the context of the market not to be lower than the discount market price of the Entheon shares as of today’s date (on a post-consolidation basis). The securities issued by Nutravisor in connection with the Concurrent Offering will be exchanged for shares of Entheon on the same terms as disclosed above in connection with the Proposed Transaction.
The LOI contains customary deal protection provisions, including a mutual break fee in the amount of $40,000 payable if the Proposed Transaction is terminated by either party under certain specific circumstances.
Following the transaction, Nutravisor’s existing management team will assume leadership of the Resulting Issuer. All but one of the directors of Entheon shall resign and the board of directors will be comprised of directors nominated by Nutravisor. Full details will be disclosed upon execution of the Definitive Agreement. Entheon is expected to change its name concurrent with closing, subject to regulatory approval.
Completion of the Proposed Transaction is subject to standard conditions, including, but not limited to: Execution of the Definitive Agreement; Completion of satisfactory due diligence; Receipt of all required regulatory, corporate, and shareholder approvals; Acceptance of the Proposed Transaction by the Canadian Securities Exchange (the CSE); Receipt of approval for the listing of the common shares of the Resulting Issuer by the CSE; Completion of the Concurrent Offering; Delivery of financial statements of both Entheon and Nutravisor; and No material adverse changes in either party.
There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all. The Definitive Agreement is expected to be executed in January, 2026, with closing targeted on or before March 30, 2026.
The Proposed Transaction is expected to constitute a Fundamental Change as defined and in accordance with CSE Policy 8 and will result in a change of control of the Company. Trading in the common shares of the Company is expected to be halted prior to market open on December 22, 2025 and will remain halted pending the review of the Proposed Transaction by the CSE and the filing of required documentation, including a listing statement, in accordance with CSE Policy 8.
Entheon is a biotechnology research and development company interested in treating addiction and substance use disorders.
Nutravisor is creating a portfolio of nutraceutical and NixodineTM pouches alongside on-demand products that support health, performance, and longevity.
Timothy Ko, CEO, President and Director
Entheon Biomedical Corp.
1 (604) 562-3932
timothy@entheonbiomedical.com
Source: Entheon Biomedical Corp.
