VANCOUVER, British Columbia, June 26, 2024 (GLOBE NEWSWIRE) — Els Nutrition Holdings Co., Ltd.baby) (Baby F) (0YL.F) (“other than that” or “company”), The plant-based infant, toddler and child nutrition company today announced that it has entered into an agreement with a single healthcare-focused institutional investor for the purchase and sale of 13,245,033 units of the Company (the “Units”) (collectively, the “Offering”). The Units will be sold at an issue price of US$0.151 per Unit (the “Issue Price”) for aggregate gross proceeds of US$2.0 million. The Offering is expected to close on or shortly after June 28, 2024 and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including approval of the Toronto Stock Exchange. The Company plans to use the net proceeds from the Offering for research and development, sales and marketing, acquisition of inventory, and general corporate purposes.
Each Unit will consist of one common share of the Company’s capital stock (a “Common Share”) and one common share purchase warrant (a “Warrant”), with each Warrant being immediately exercisable to acquire one Common Share at a price of US$0.151 per Common Share and expiring five years after issuance.
In connection with the Offering, the Company intends to file a prospectus supplement (the “Supplement”) to its abbreviated base inventory prospectus dated November 10, 2023 (the “Base Inventory Prospectus”) with the securities commissions of each of the Canadian provinces other than Quebec.
The preliminary supplement and base prospectus contain important detailed information about the company and the proposed offering. Prospective investors should read the preliminary supplement, base prospectus and other documents filed by the company before making any investment decision. Copies of the prospectus supplement and base prospectus once filed will be available on SEDAR+ at www.sedarplus.com.
The Company has also agreed, subject to the approval of the Toronto Stock Exchange, that its existing warrants issued in June 2022 (amended in January 2024) and November 2023 to purchase up to an aggregate of 15,857,142 common shares at an exercise price of C$0.485 per common share (collectively, the “Amended Warrants”) will be reduced so that the exercise price of such warrants will be US$0.151 per common share, effective upon the completion of the offering or thereafter, if required by the Toronto Stock Exchange. In addition, the Amended Warrants will expire five years after the completion of the offering. All other terms of these warrants will remain unchanged.
This news release does 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered are subject to the United States Securities Act of 1933, as amended (the “US Securities Act”).US Securities ActivitiesNo rights may be exercised under the United States Securities Act (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. “U.S.” and “U.S. person” are defined in Regulation S under the U.S. Securities Act.
About Else Nutrition Holdings Inc.
Else Nutrition Holdings Inc. (TSX: BABY, OTCQX: BABYF, FSE: 0YL) is an international expansion stage food and nutrition company focused on developing innovative, clean, plant-based food and nutrition products for infants, toddlers, children and adults. The company’s innovative plant-based and soy-free formulas are clean alternatives to dairy-based formulas. Since launching its complete plant-based nutritional formulas for toddlers made with whole foods, almonds, buckwheat and tapioca, the brand has received thousands of strong parent testimonials and reviews, gained support from retailers nationwide and achieved rapid sales growth.
Awards and Recognition:
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Winner of the “2017 Best Health & Diet Solution” award at the Global Food Innovation Summit in Milan
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Ranked #1 in Amazon’s new baby and toddler formula bestseller category in fall 2020
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“Best Dairy Alternative” Award, World Plant-Based Expo 2021
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Selected as a Nexty Award Finalist in the Plant-Based Lifestyle Category at Expo West 2022
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In September 2022, Else Super Cereal was the #1 best-selling baby cereal among all brands on Amazon.
Investor Relations Contact:
Alexandra Schild
Crescendo Communications LLC
Office: (212) 671-1020 Extension: 305
Email: aschilt@crescendo-ir.com
TSX
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Statements
This press release contains statements that may constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are generally identified by words such as “will” or similar expressions. Forward-looking statements in this press release include statements regarding the offering. Such forward-looking statements reflect management’s current estimates, beliefs, and assumptions based on management’s perception of current conditions and expected future developments, as well as other factors that management believes appropriate in the circumstances. There can be no assurance that the foregoing will prove to be correct. The forward-looking statements made in this press release assume, among other things, that there will be no disruptions or supply chain failures as a result of COVID-19, and that the manufacturing, brokerage, and supply logistics agreements with the Company will not be terminated. Actual results may differ from the estimates, beliefs, and assumptions expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, as they reflect management’s expectations only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
