Toronto, Ontario — January 19, 2026 — Leads & Copy — Entheon Biomedical Corp. has entered into a definitive business combination agreement with Nutravisor Inc., according to a press release issued January 19, 2026.
The agreement, dated January 19, 2026, outlines a “three-cornered” amalgamation of Nutravisor with a wholly-owned subsidiary of Entheon, referred to as Subco.
The arrangement will result in Entheon acquiring all of the issued and outstanding common shares and other securities of Nutravisor in exchange for securities of Entheon, leading to a reverse takeover of Entheon by Nutravisor, termed the “Proposed Transaction.” The Business Combination Agreement details are available on Entheon’s SEDAR+ profile at www.sedarplus.ca.
Nutravisor is known for creating a portfolio of nutraceutical and Nixodine™ pouches alongside on-demand products that support health, performance, and longevity. Upon closing of the Proposed Transaction, Entheon will adopt the business of Nutravisor and change its name to “STRYK Brands Inc.” or another name determined by Nutravisor.
The Proposed Transaction constitutes a “Fundamental Change” of the Company as defined by the Canadian Securities Exchange (CSE). A condition to closing is that the resulting issuer obtain conditional approval to list its common shares on the CSE. Entheon plans to file a Form 2A Listing Statement with the CSE.
The execution of the Business Combination Agreement follows a binding letter of intent previously announced in Entheon’s news release dated December 22, 2025.
According to the terms, the Proposed Transaction will be structured as a “three-cornered amalgamation” under the Business Corporations Act (Ontario) involving Entheon, Subco, and Nutravisor.
In connection with Closing, Entheon will consolidate its issued and outstanding common shares on the basis of one post-Consolidation common share for every 6.93 pre-Consolidation Entheon Shares, or another consolidation ratio agreed upon by Entheon and Nutravisor.
Nutravisor intends to complete one or more equity financings for aggregate gross proceeds of not less than $4,000,000 and up to $10,000,000, comprised of a combination of a non-brokered private placement of Nutravisor Shares and a concurrent financing of subscription receipts (or other securities) to be completed in connection with the Proposed Transaction and priced in accordance with the policies of the CSE.
The Proposed Transaction values Nutravisor at a deemed value of $40,000,000, resulting in the issuance of approximately 53,333,333 post-Consolidation Entheon Shares to the shareholders of Nutravisor, assuming a consolidation ratio of 6.93:1 and excluding the issuance of Entheon Shares in exchange for Nutravisor Shares issued pursuant to the Nutravisor Financings.
Nutravisor and Subco will be amalgamated under the Business Corporations Act (Ontario), and the resulting amalgamated entity will become a wholly-owned subsidiary of Entheon.
Each Nutravisor Shareholder will receive 4.2395 post-Consolidation Entheon Shares for each Nutravisor Share held immediately prior to Closing, and all of the holders of convertible securities in Nutravisor will receive post-Consolidation Entheon Shares, calculated in accordance with the Exchange Ratio, in lieu of Nutravisor Shares that such holder is entitled to receive upon conversion of such Nutravisor convertible security.
The Entheon Shares issued to former Nutravisor Shareholders will be subject to a voluntary lock-up agreement, pursuant to which 25% of the shares will be released 6 months following the Closing, with an additional 25% released every 6 months thereafter; and the Resulting Issuer will be renamed to “STRYK Inc.”, “STRYK Brands Inc.”, or another name agreed to by Entheon and Nutravisor.
Completion of the Proposed Transaction is subject to several conditions, including completion of the Consolidation, completion of the Nutravisor Financings, applicable shareholder approvals, and regulatory approvals, including approval of the CSE.
The Business Combination Agreement contains customary deal protection provisions, including a mutual break fee of $100,000 payable if the Proposed Transaction is terminated by either party under specific circumstances.
In connection with the Proposed Transaction, a finder’s fee of $500,000 is payable to ALOE Finance Inc., to be satisfied through the issuance of Resulting Issuer Shares at a deemed price of $0.75 on Closing.
Entheon will hold an annual general and special meeting of its shareholders to approve the Proposed Transaction, the appointment of directors to the board of the Resulting Issuer, the Consolidation, and the Name Change.
Entheon anticipates holding the Entheon Shareholder Meeting in March 2026.
Upon completion of the Proposed Transaction, the board of directors and executive team of the Resulting Issuer will be led by Max Krangle as Chief Executive Officer and Director.
Trading in the common shares of the Company is currently halted until all required documentation has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.
Entheon is a biotechnology research and development company interested in treating addiction and substance use disorders.
Nutravisor is creating a portfolio of nutraceutical and Nixodine™ pouches alongside on-demand products that support health, performance, and longevity.
Timothy Ko, CEO, President and Director
For more information, please contact the Company at:
Entheon Biomedical Corp.
Timothy Ko, CEO
1 (604) 562-3932
timothy@entheonbiomedical.com
Source: Entheon Biomedical Corp.
