Just a few minutes ago, Sproutly officially announced the deal to acquire Infusion Biosciences Canada Inc.—the purveyors of the company’s Aqueous Phytorecovery Process (APP) technology which will change the way cannabinoids are infused into drinks and edibles. The technology delivers full experience of cannabis paralleling the onset and offset profiles of smoking, while avoiding undesirable features that have kept a vast majority of consumers away.
To close the transaction, Sproutly issues 36,857,676 common shares to Infusion Biosciences, with an earn-out of up to an additional 14,743,070 Sproutly shares upon the acquirer achieving certain milestones. Sproutly will also deliver a $4,525,000 cash payment, due within 12 months from closing of the acquisition and subject to adjustments as set forth in the Infusion SPA. For this, the acquirer gains the exclusive rights for APP Technology in Canada, the European Union, Australia, Israel, and Jamaica.
Although many companies claim to deploy water soluble cannabanoid processes, the majority are in fact only water compatible. That’s a major difference, since the former can assimilate organically into beverages while maintaining its original molecular properties. Those benefits include a greater “entourage effect” (cannabanoid spectrum chemical structures are not altered), more predictable onset/offset times and seamless beverage consistency (no oil-water separation).
According to Sproutly CEO Keith Dolo, the company conducted thorough due diligence to ascertain just how many water soluble marketplace claims were indeed real. The company conducted a freedom to operate patent search, sifting through about 1,000 currently registered and filed U.S. patents. The result: only one patent fits the definition of water solubility from a scientific standpoint. Despite all the marketplace claims, almost all of the underlying patents were registered as water compatible.
This is a long way of saying there’s lots of misrepresentation in the marketplace—whether purposeful or otherwise. Through the acquisition of Infusion Biosciences Canada, Sproutly now becomes the only public company—to our knowledge—with verifiable ownership of proprietary cannabanoid water solubility technology.
Sproutly Canada Inc.’s Dr. Arup Sen discussed what makes the company’s technology so distinct from the rest of the market
With the deal now closed, Sproutly can focus exclusively on product formulations and joint venturing (JV) in its pre-revenue stage. The company is currently involved in multiple mid/late stage JV conversations with other LPs and consumer packaged goods companies. The goal: To foster the right R&D partnerships to be able to deliver product to the market, when it comes available in 2019.
The timing of the press release is well-conceived. The Hydropothecary Corporation’s infused beverages agreement with Molson Coors ups the ante in the edibles market, as other entrants ponder jumping in. With Sproutly Canada enjoying a near-monopoly on fully integrate-able cannabanoid water solubility technology, the company’s profile should elevate by default.
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