ACTIVE HEALTH FOODS, INC. RESCINDS AND TERMINATES BIOIDENTICAL HORMONES, INC. SHARE PURCHASE AGREEMENT

Rhea-AI Summary

Active Health Foods, Inc. (OTC: AHFD) has rescinded its Share Purchase Agreement with Bioidentical Hormones, Inc. due to inability to secure regulatory approval for a vital reverse-split of shares. The agreement termination follows FINRA's notice that Active has not met its SEC filing obligations since 2015. President Joe Wallace indicated that the issue stemmed from prior management and deemed it 'insurmountable.' The company is now exploring negotiations with another healthcare entity to replace BIO.

Positive

• The company is actively pursuing negotiations with another healthcare company to replace the rescinded BIO acquisition.

Negative

• Inability to receive FINRA approval for the reverse-split of shares due to delinquent SEC filings since 2015.
• The rescission of the BIO acquisition may impact investor confidence and stock performance.

Los Angeles, CA, Oct. 13, 2022 (GLOBE NEWSWIRE) -- ACTIVE HEALTH FOODS, INC. (OTC: AHFD) has signed a Rescission Agreement with Bioidentical Hormones, Inc. (BIO) rescinding and terminating the Share Purchase Agreement (SPA) signed on June 7, 2022. It was an express condition of the SPA between the parties that Active Health Foods, Inc. (“Active” or “the Company”) implement a reverse-split of its shares and then issue 70,000,000 post-split shares to the BIO Shareholders. Active is not able to receive regulatory approval to implement the aforesaid reverse-split of its shares and therefore the parties have terminated their agreement and will go their separate ways, effective immediately.

As previously announced, the Company filed with the Financial Industry Regulatory Authority (FINRA) to implement a substantial reverse-split of its common shares on a 1-for-7,000 basis. On September 1, 2022 FINRA sent its response and questions to the Company noting that Active was “not current in its filing obligation with the SEC (Securities and Exchange Commission), having not filed its 12/31/2014 annual report or any quarterly reports in 2015 pursuant to Section 12 of the Exchange Act.” As a result, the Company has been advised by legal counsel that FINRA will not approve the reverse-split of Active’s common shares and that the Company will be unable to complete the BIO acquisition.

Joe Wallace, AHFD President, stated “The problem of the delinquent filings with the SEC occurred under prior management and ownership seven years ago. At the time that I agreed to acquire BIO in June, the present-day effect of the Company not filing its financial statements in 2015 with the SEC and our inability to receive approval from FINRA to reverse our shares was not evident. We have been advised by counsel that this problem is ‘insurmountable’ and have no choice but to rescind the acquisition. We are currently in negotiations with another healthcare company to replace BIO”.

Contact:
Joseph Wallace, President
Active Health Foods, Inc.
Email: Joe@jwallace.biz

About Active Health Foods, Inc.
Active Health Foods, Inc. (AHFD) owns Etrnl Cosmetics, Inc., a Nevada corporation, which is a skin care and cosmetics business harvesting the power of chaga mushrooms and anti-oxidants.

Forward Looking Statements
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FAQ

What did Active Health Foods, Inc. announce on October 13, 2022?

Active Health Foods, Inc. announced the rescission of its Share Purchase Agreement with Bioidentical Hormones, Inc. due to regulatory issues.

What is the reason for the termination of the agreement with BIO?

The agreement was terminated because Active Health Foods could not secure FINRA approval for a necessary reverse-split of shares.

How does the SEC filing issue affect Active Health Foods, Inc.?

The SEC filing issue has prevented Active Health Foods from obtaining necessary approvals for the reverse-split, impacting their acquisition strategy.

What steps is Active Health Foods, Inc. taking after rescinding the BIO acquisition?

Active Health Foods is currently in negotiations with another healthcare company to replace the previously planned acquisition of BIO.