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Revitalist Lifestyle and Wellness Ltd. (CSE: CALM, OTC: RVLWF) has entered a definitive merger agreement to acquire Alchemy Wellness, a Richmond, Virginia, ketamine clinic. This acquisition expands Revitalist's network to 10 clinics across the U.S., totaling over 62,000 square feet. The deal, valued at $800,000, includes $40,000 cash at closing on April 1, 2022, and involves assuming about $190,000 in debt. With over 1,500 administered infusions, Alchemy's experienced management will enhance Revitalist's patient care and brand recognition in the growing ketamine treatment market.
Positive
Acquisition expands Revitalist's footprint to 10 clinics across seven states.
Merger adds over 62,000 square feet of treatment space for patient care.
Alchemy has administered over 1,500 infusions, indicating established demand for services.
Experienced management at Alchemy expected to enhance brand and patient care.
Negative
Transaction involves assumption of approximately $190,000 in debt, which could impact financial health.
Future issuance of shares to pay for the acquisition could lead to shareholder dilution.
VANCOUVER, British Columbia--(BUSINESS WIRE)--
REVITALIST LIFESTYLE AND WELLNESS LTD. (“Revitalist” or the “Company”) (CSE: CALM) (CSNX: CALM.CN) (OTC: RVLWF) ispleased to announce that has it has entered into a definitive agreement (“Merger Agreement”) to acquire Alchemy Wellness (“Alchemy”) a ketamine clinic (“Acquisition”) located in Richmond, Virginia (“Virginia Clinic”). The Acquisition, which was previously announced on October 7, 2021, increases Revitalist’s footprint to 10 ketamine infusion clinics, with over 62,000 square feet of facility space across Tennessee, Kentucky, North Carolina, Michigan, Maryland, Florida and Virginia. The Virginia Clinic is located at 8639 Mayland Drive, Suite 102, Richmond, Virginia.
Kathryn Walker, CEO of Revitalist, states “Since February of last year we commenced an aggressive expansion plan and have grown our operation from one clinic in Tennessee to ten clinics spanning seven states. With over 62,000 square feet of facility space, we are the largest publicly listed ketamine focused treatment chain in the United States based on clinic size.”
The Virginia Clinic was founded in 2019 and is an established practice managed by Dr. Randy Frederick, a board-certified Emergency Medicine physician and US Navy Veteran. The Clinic provides ketamine infusion treatments for many mood disorders, including depression, post-partum depression, bipolar depression, PTSD, OCD, and anxiety. They also treat chronic pain syndromes like chronic migraines, CRPS (formerly called RSD), fibromyalgia, phantom limb syndrome, trigeminal neuralgia and post-herpetic neuralgia. Since inception, the Clinic has provided over 1,500 infusions. Under the terms of the Agreement, Dr. Frederick will continue to manage the Clinic. The Clinic will be supported alongside the Company’s existing network of clinics, raising the profile of Revitalist’s brand and approach to patient care in the United States.
Transaction Summary
Under the terms of the Merger Agreement, Revitalist will acquire 100% of the outstanding membership interest of Alchemy through a reverse triangular merger between Alchemy and a wholly-owned subsidiary of Revitalist for an aggregate purchase price of USD$800,000. Cash consideration equal to $40,000 USD is payable on the closing date of April 1, 2022 (“Closing”). The remaining consideration payable will include the assumption of approximately $190,000 USD in debt and the issuance of common shares in the capital of the Company (“Consideration Shares“). Consideration shares will be issued 50% in 12 months following Closing and 50% in 24 months following Closing at a deemed price of $0.50 USD per share for approximately 1,140,000 shares in total.
ABOUT REVITALIST LIFESTYLE AND WELLNESS LTD.
Revitalist Lifestyle and Wellness Ltd. (CSE: CALM) (OTCQB: RVLWF) (FSE: 4DO) is a publicly traded company, headquartered in Knoxville, Tennessee, with ten clinics operating across the United States. Revitalist is dedicated to empowering individuals toward an improved quality of well-being through a combination of comprehensive care and future-centric treatments provided by medical professionals, mental health experts, and chronic pain specialists. The company proudly practices translational medicine which is supported by three main pillars: bench side, bedside and community, with a goal to improve the global healthcare system significantly. Since opening their first clinic in 2018, Revitalist has provided thousands of infusions for patients suffering from treatment-resistant conditions. Additionally, Revitalist offers a number of lifestyle optimization services and vitamin infusions that can bring anyone closer to total wellness. For additional information and to be added to the Company’s mailing list, please click here.
On Behalf of the Board
Kathryn Walker Chief Executive Officer
Forward Looking Statements
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Revitalist to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release.
Risks, uncertainties, and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
