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Love Pharma Co. ("LOVE" and or "The Company") (CSE:LUV)(FSE:G1Q0), is pleased to announce that it has completed its acquisition (the "Acquisition") of MicroDoz Theraphy Inc. ("MicroDoz") (as originally disclosed in a press release on November 23, 2021 and as updated on March 3, 2022
Under the terms of the share exchange agreement (the "Share Exchange Agreement") entered into among the Company, MicroDoz and the MicroDoz shareholders (the "MicroDoz Shareholders"), the Company will issue a total of 20,000,000 common shares of Love (the "Love Shares") on a pro-rata basis at a deemed price of CAD $0.05 per Love Share for aggregate proceeds of CAD $1,000,000 and the current share price of the company as of todays date is $0.01 representing a discounted purchase price.
Upon closing of the Acquisition the Company issued to the MicroDoz Shareholders, on a pro-rata basis, 10,000,000 Love Shares in accordance with the Share Exchange Agreement. The remaining 10,000,000 Love Shares are subject to the fulfillment of certain milestones over a two (2) year period. In the event that the milestones are not met the Company will have no obligation to issue any further Love Shares and the total aggregate consideration for MicroDoz will be decreased accordingly. All Love Shares issued as part of the Acquisition will be subject to a resale restricted period of four months from the date of issuance and will bear a restrictive legend to this effect.
Lucas Corrubia, Co-founder of Microdoz and PhD Candidate, stated: "We are very pleased to finalize this transaction and join forces with Love Pharma. We believe the combination of these two companies represents an exciting synergy in the promotion of mental wellness and development of novel therapies for mental health disorders".
Zach Stadnyk, Love Pharma CEO, stated "This is a milestone achievement for the company to now be working on in partnership with researchers at Johns Hopkins, the worlds' leading institution for psychedelic research, developing therapies for mental health disorders. We look forward to updating our shareholders and stakeholders as we achieve landmarks throughout this two-year partnership and ultimately commercialize the potential findings."
About Love Pharma Inc.
With a focus on the global sexual Health and Wellness markets, Love Pharma Inc. (CSE:LUV)(FSE:G1Q0) was founded in 2020, with a mission to bring to market innovative products that enhance sexual health and wellness while providing an improved quality of life. Love Pharma holds exclusive licenses to produce market, package, sell, and distribute patent-protected therapeutic and pharmaceutical products throughout Europe, the United Kingdom, and North America.
The securities described herein to be issued in the Acquisition will be offered and sold in reliance upon available exemptions from the registration requirements under the U.S. Securities Act and have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may only be re-offered or re-sold in the United States pursuant to registration under the U.S. Securities Act and all applicable state securities laws or in compliance with the requirements of an applicable exemption therefrom.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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Cautionary Statement in Forward‐Looking Information
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this release may constitute "forward-looking statements" or "forward-looking information" (collectively "forward-looking information") as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "anticipates" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
SOURCE: Love Pharma Inc.
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