Business
EAT WELL GROUP TO SELL SAPIENTIA FOR USD $10 MILLION IN NASDAQ MERGER WITH MEDS & SUPERLATUS FOODS
The Company's new focus allows for the sale of non-core assets to capitalize on Eat Well's recently announced prioritization of its global Ag strategy
About this update from Scienture Holdings, Inc.
[{"type":"text","content":"The Company's new focus allows for the sale of non-core assets to capitalize on Eat Well's recently announced prioritization of its global Ag strategy\nVANCOUVER, BC, June 23, 2023 /PRNewswire/ - Eat Well Investment Group Inc. (CSE: EWG) (US: EWGFF) (FSE: 6BC0), a leading plant-based food ingredient and CPG company, is pleased to announce it has entered into a definitive membership interest purchase agreement (the \"MIPA\") for its wholly-owned subsidiary, Sapientia Technology Inc., (\"Sapientia\") to Superlatus, Inc. (\"Superlatus\"), as part of a NASDAQ merger (the \"Merger\") with TRxADE HEALTH, Inc. (NASDAQ: MEDS).\n\n \n \n \n \n \n \n\n \nThis strategic move marks Eat Well Group's commitment to sharpening its focus and leveraging its global agricultural strategy by divesting non-core assets. The sale of Sapientia unlocks significant value and positions the Company for exponential growth in collaboration with MEDS and Superlatus Foods.\nMarc Aneed, CEO of Eat Well Group, states, \"We are very pleased to announce the sale of Sapientia for USD $10 million, allowing us to unlock the value of our IP portfolio and retain a substantial position in the NASDAQ company, MEDS. This strategic move allows us to double down on our agricultural strategy and pursue further M&A opportunities, which will help establish Eat Well as a leading global agricultural platform.\"\nTerms\nThe aggregate purchase price shall be USD $10,000,000 (the \"Purchase Price\"). Superlatus shall pay the Purchase Price to Eat Well Group at the Closing (as defined herein) as follows: USD $1,500,000 in cash consisting of (i) USD $350,000 in cash and no later than 21 Business Days after the Closing, (ii) secured debenture in the principal amount of USD $1,150,000 (\"Debenture\"), and (iii) common stock in MEDS in an amount valued at USD $8,500,000 (the \"Shares\"), which share value shall be set on the date of the closing of the Public Closing.\nThe Shares will be held in escrow and released to the Seller: for 12 months to comply with applicable securities laws and regulations (NASDAQ). The Debenture shall be secured by 100% of the MIPA. The Debenture shall accrue interest at a rate of 12% per annum, compounded monthly, starting 90 days after the Closing, and will mature on December 31, 2023. As additional consideration, at or prior to Closing, the Seller shall cau...