Cerebain Biotech Provides Update on Share Exchange Agreement With PKG, Inc.

Rhea-AI Summary

Cerebain Biotech Corp. (OTC: CBBT) announced an update on its Share Exchange Agreement with PKG, Inc., dated February 12, with a purchase price of approximately $2.34 million payable in about 33.47 million shares at $0.07 each. Cerebain will cover PKG liabilities totaling approximately $3.91 million, with $1.61 million remaining after payments. The company aims to file a registration statement for the resale of these shares within six months. Cerebain focuses on developing implantable devices for cognitive health.

Positive

• Engagement in a strategic acquisition via a Share Exchange Agreement with PKG, enhancing market position.
• Cerebain will pay approximately $2.34 million in shares, indicating strong confidence in the valuation of its stock.

Negative

• Cerebain is taking on approximately $3.91 million in liabilities from PKG, increasing its financial burden.
• The need to register shares for resale could lead to dilution of existing shareholder value.

Cerebain Biotech Corp. (OTC: CBBT) (the “Company” or “Cerebain”) today provided an update pertaining to the Share Exchange Agreement with PKG, Inc., an Idaho Corporation (PKG) and the equity holders of PKG.

Pursuant to the Share Exchange Agreement, signed on February 12, the purchase price for PKG is approximately $2.34 Million payable in shares of Cerebain’s common stock at a price of $0.07 per share or an aggregate of approximately 33.47 Million shares. Cerebain has agreed to file a registration statement within 6 months of the closing to register the resale of the common stock issued to the PKG equity holders and to use its reasonable best efforts to have the registration statement declared effective, as soon thereafter as practicable.

The Share Exchange Agreement requires Cerebain to pay off certain PKG liabilities in the amount of approximately $3.91 Million. Cerebain will have this amount paid on or before May 5, 2021. Approximately $1.61 Million in liabilities will remain on the books of PKG after the aforementioned payments are completed. During the term of the negotiation of the Share Exchange Agreement, Cerebain has paid an aggregate of $1,275,000 to PKG to pay certain liabilities.

About Cerebain Biotech Corp.
Cerebain Biotech Corp. (OTC: CBBT) is a development-stage medical device company focused on the creation and clinical development of a minimally invasive implantable device and a synthetic drug solution. The device leverages the clinically observable, positive impact that Omentum stimulation has on cognitive function as related to dementias, and in particular, Alzheimer’s disease. The corporate vision is based on these positive clinical observations. Visit us at www.cerebain.com or connect with us on Twitter and Facebook to learn more.

About PKG, Inc.
PKG, Inc. was established in 1989 and is based in Meridian, ID. PKG, Inc. specializes in contract design, development, and manufacturing of system-level devices with expertise in human-machine interfaces. With experience in medical, aerospace, government, and industrial products, PKG helps raise your company to the next level by leveraging its engineering and technology integration skills across your product lines. With a complete in-house vertical integration of expertise, services, manufacturing processes, and technologies, PKG provides its customers with all of their product development and manufacturing needs. Besides its expertise in system-level devices and human-machine interfaces, PKG also offers incubation and acceleration services for startup businesses and entrepreneurs. For more information visit, www.pkguis.com

Forward-Looking Statements
This news release contains certain "forward- looking statements." Forward-looking statements are based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and many of which are beyond the Company's control. The forward-looking statements are also identified through the use of words "believe," enable," "may," "will," "could," "intends," "estimate," "anticipate," "plan," "predict" "probable," "potential," "possible," "should," "continue," and other words of similar meaning. Actual results could differ materially from these forward-looking statements as a result of a number of risk factors detailed in the Company's reports filed with OTC Markets. Given these risks and uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and no assurances can be given that such statements will be achieved.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210426005639/en/

FAQ

What is Cerebain Biotech Corp.'s recent acquisition involving PKG, Inc.?

Cerebain Biotech Corp. has signed a Share Exchange Agreement to acquire PKG, Inc. for approximately $2.34 million in shares.

How many shares will Cerebain issue to PKG equity holders?

Cerebain will issue about 33.47 million shares at a price of $0.07 each as part of the acquisition.

What are the financial implications of the Share Exchange Agreement for CBBT shareholders?

Cerebain will take on approximately $3.91 million in liabilities from PKG, which could affect shareholder value.

When will Cerebain register the shares issued to PKG equity holders?

Cerebain plans to file a registration statement within six months of closing the agreement to register the shares.

What is the main focus of Cerebain Biotech Corp.?

Cerebain specializes in developing minimally invasive implantable devices aimed at improving cognitive function.