Toronto, Ontario - October 23, 2023 (www.waternewswire.com) Aion Therapeutic Inc. (CSE: AION) ("Aion Therapeutic" or the "Company") is pleased to announce that has entered into a definitive share purchase agreement dated October 10, 2023 (the "Purchase Agreement") with Toppen Health Inc. ("Toppen") and shareholders holding a majority of the issued and outstanding shares of Toppen (the "Toppen Shares"), a US-based innovative health and wellness company, dedicated to delivering state-of-the-art water filtration solutions (the "Proposed Acquisition"). The Company intends to enter into separate purchase agreements with the remaining Toppen shareholders prior to closing of the Proposed Acquisition.
Toppen is a pioneering force in the field of water filtration, actively driving innovation within the industry with a commitment to delivering healthier water solutions. At the core of Toppen's mission lies the belief that every individual and community should have access to clean, safe, and healthier water and are dedicated to transforming this vision into reality.
Toppen's team has engineered a water filtration system that incorporates mechanical filtration, membrane filtration, adsorption, silver infection control, ion exchange, and chemical additions into a three-stage water purification solution designed to meet the needs of consumers, business, and industries worldwide. Toppen's flagship product, the UltraSafe series water filtration system with its proprietary MicronGuardTM, is a three-stage water filtration system that employs proprietary filters that deliver comprehensive and dependable water solutions for homes, offices, medical clinics, and industrial/agricultural facilities. The system is designed to eliminate an extensive range of contaminants, including bacteria, viruses, cysts, spores, pharmaceuticals, pesticides, heavy metals, and PFAS/PFOS/PFOA that has been independently certified verifying its capacity to remove 99.99% of PFAS from drinking water. What truly sets Toppen apart is its system's ability to function efficiently in low-pressure environments, ensuring access to clean, safe, and healthier drinking water even in remote or underserved communities. Looking ahead, Toppen remains committed in its pursuit of next-generation water systems that not only purify water but also enhance hydration and cellular health, representing a significant advancement in the quest for improved well-being for individuals and communities alike.
Toppen is the assignee of a registered patent application (Pub. No. US 20190151045A1) with the United States Patent and Trademark Office ("USPTO") for its device and system combination method for disinfecting and decontaminating water lines, for example, dental water lines in the absence of a primary chemical component. Furthermore, Toppen has submitted a provisional application with the USPTO for a patent relating to dental chair water bottle filtration.
Aion will not directly assume any of Toppen's debt in connection with the Proposed Acquisition. The following is a summary of certain financial information of Toppen for the financial years ended December 31, 2022 and December 31, 2021, presented in US dollars. All information contained herein is unaudited and prepared on an unconsolidated basis. The Company intends to file a business acquisition report with respect to the Proposed Acquisition in accordance with applicable securities laws.
"Aion is driven by a passion for innovation and a dedication to improving people's health and well-being. The addition of water solutions to our current intellectual property portfolio strengthens our wellness offering to both individuals and communities," said Graham Simmonds, CEO of Aion Therapeutic. "Accessible clean and healthier water solutions are critical to people across the globe, and we believe Toppen will allow us to quickly emerge in this market."
The Proposed Acquisition
The purchase price for the Proposed Acquisition is CAD $10,000,000 (the "Purchase Consideration"). The Purchase Consideration shall be satisfied through the issuance of 200,000,000 common shares in the capital of the Company, to be issued at a deemed price of $0.05 per share (the "Consideration Shares"). The Consideration Shares will be subject to a statutory resale restriction of four months and a day from the date of issuance and such further restrictions as may be apply under foreign securities laws, as well as the escrow requirements of the Canadian Securities Exchange ("CSE"). Furthermore, the Company may also be required to pay contingent consideration of US $2,000,000 (the "Earn-Out Payment") if Toppen achieves revenue equal to or greater than US $5,000,000 for the period from October 18, 2023 to April 30, 2025. Eligible revenue for the purposes of the earn-out calculation must exceed forty percent gross margins.
The completion of the Proposed Acquisition is subject to the successful completion of the Company's due diligence review of Toppen, the approval of the Canadian Securities Exchange and other customary closing conditions. The completion of the Proposed Acquisition is currently expected to occur by the end of 2023. If completed, the Proposed Acquisition will constitute a "fundamental change" pursuant to the policies of the CSE. The Proposed Acquisition cannot close until required approvals, including the approval of the Company shareholders, are obtained and the outstanding conditions satisfied.
Trading in the securities of the Company is currently halted and is expected to remain halted until the closing of the Proposed Acquisition or its termination. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.
The Purchase Agreement contains customary representations and warranties, covenants and conditions for a transaction of this nature. A copy of the Purchase Agreement will be filed on the Company's SEDAR+ profile and will be available for viewing at www.sedarplus.ca.
All information contained in this news release relating to Toppen was provided by Toppen to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
About Toppen Health Inc.
Toppen is a US-based innovative health and wellness company, dedicated to delivering state-of-the-art water filtration solutions. With a focus on innovation, affordability, and sustainability, Toppen's water filtration solutions are designed to meet the diverse needs of consumers, businesses, and industries around the world access clean and safe water.
About Aion Therapeutic Inc.
Aion Therapeutic is a forward-thinking business within the health and wellness sector with a diverse portfolio of intellectual property. With a commitment to innovation and transformative solutions, the Company is poised to drive positive change to redefine the boundaries of health and wellness.
For further information, please contact:
Aion Therapeutic Inc.
Executive Vice Chair & CEO
DISCLAIMER & READER ADVISORY
This release contains forward-looking information within the meaning of applicable Canadian securities legislation. Expressions such as "anticipates", "expects", "believes", "estimates", "could", "intends", "may", "plans", "predicts", "projects", "will", "would" and other similar expressions, or the negative of these terms, are generally indicative of forward-looking information. Forward looking statements in this press release include statements regarding: Toppen's business, business goals and management's expectation on the growth and performance of its business, the Proposed Acquisition, including the benefits and terms of the Proposed Acquisition, the completion of the Proposed Acquisition and the timing thereof; receipt of all regulatory and other third party approvals required pursuant to the Proposed Acquisition and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed Acquisition; Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information, such as, without limitation, the risk that the parties will be unable to receive, in a timely manner, the necessary, regulatory and other third party approvals, the failure of the parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed Acquisition and other risks related to the completion of the Proposed Acquisition and the inability of a party to perform its obligations under the Purchase Agreement.
In addition, the forward- looking information contained in this release is based upon what management believes to be reasonable assumptions. Readers are cautioned not to place undue reliance on forward-looking information as it is inherently uncertain, and no assurance can be given that the expectations reflected in such information will prove to be correct. The forward-looking information in this release is made as of the date hereof and, except as required under applicable securities legislation, the Company assumes no obligation to update or revise such information to reflect new events or circumstances.
The securities of the Company have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release is issued for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
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