/Not for distribution in the U.S. or to
U.S. Newswire Services/
VANCOUVER,
BC, Jan. 23, 2025 /CNW/ - ELSE NUTRITION
HOLDINGS INC. (TSX: BABY) (OTCPINK: BABYF) (FSE: 0YL) (the
"Company") announces that it has entered into a non-binding
term sheet with Lind Global Fund II, LP, an entity managed by The
Lind Partners, LLC, a New
York-based institutional fund manager (together,
"Lind"), pursuant to which the parties expect to enter into
an amended and restated convertible security funding agreement (the
"Amended Agreement") for additional funding proceeds of
US$1,200,000.
The Amended Agreement will amend a convertible
security funding agreement dated December
18, 2022 (the "Original Agreement"). The
Company and Lind expect that the proposed US$1,200,000 new funding pursuant to the Amended
Agreement will be completed in four tranches with the initial
US$300,000 to be funded by Lind upon
closing, followed by three additional tranches on April 1, 2025, July 1,
2025, and October 1,
2025. The Company will issue convertible securities to Lind
with a face value of US$375,000 for
each tranche. Each convertible security will have a 24-month
maturity date and will be convertible into common shares of the
Company (the "Shares") after completion of a 120-day lock-up
period. Lind will be able to convert 1/20th of the
face value of each convertible security each month at a conversion
price equal to 80% of the five-day volume weighted average price of
the Shares immediately prior to each conversion, subject to a right
to increase conversions in certain circumstances. The
outstanding face value of the convertible securities, after 180
days, will be repayable in cash at the discretion of the Company,
with a 5% premium (the "Buy-Back Right"). Should the
Company exercise its Buy-Back Right, Lind would have the option to
convert up to 33.3% of the face value of the convertible securities
into Shares.
Pursuant to the terms of the Amended Agreement,
the Company will also issue detached warrants (the
"Warrants") to Lind to purchase Shares in connection with
the new funding. The number of Warrants will be calculated as 100%
of the amount of the funding divided by the VWAP per Share during
the twenty (20) consecutive trading days immediately before the
initial closing date. The Warrants will be exercisable for 48
months from the date of issuance with an exercise price equal to
100% of the 5-day VWAP immediately prior to the closing date.
The Company expects to use the proceeds for
general working capital. The transactions described above are
subject to negotiation and execution of the definitive Amended
Agreement and the approval of the Toronto Stock Exchange
("TSX"). Shares issued pursuant to any conversions would be
issued under TSX private placement rules and would be subject to
four months and one day statutory hold period following
closing and would be subject to restrictions under applicable
Canadian and United States
securities laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of the securities offered in any jurisdiction in which such
offer, solicitation, or sale would be unlawful. The securities
offered have not been registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or
applicable state securities laws, and may not be offered or sold
to, or for the account or benefit of, persons in the United States or U.S. persons (as both
such terms are defined in Regulation S promulgated under the U.S.
Securities Act) absent registration or an applicable exemption from
such registration requirements.
About Else Nutrition Holdings Inc.
Else is a food and nutrition company in the
international expansion stage focused on developing innovative,
clean, and whole plant-based food and nutrition products for
infants, toddlers, children, and adults. Its revolutionary,
plant-based, non-soy formula is a clean-ingredient alternative to
dairy-based formulas. Since launching its plant-based complete
nutrition for toddlers, made of whole foods, almonds, buckwheat,
and tapioca, the brand has received thousands of powerful
testimonials and reviews from parents, gained national retailer
support, and achieved rapid sales growth.
Awards and Recognition:
- "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit
- #1 Best Seller on Amazon in the Fall of 2020 in the New Baby
& Toddler Formula Category
- "Best Dairy Alternative" Award 2021 at World Plant-Based
Expo
- Nexty Award Finalist at Expo West 2022 in the Plant-Based
lifestyle category
- During September 2022, Else Super
Cereal reached the #1 Best Seller in Baby Cereal across all brands
on Amazon
For more information, visit www.elsenutrition.com
or @elsenutrition on Facebook and Instagram.
About The Lind Partners
The Lind Partners manages institutional funds
that are leaders in providing growth capital to small- and mid-cap
companies publicly traded in the US, Canada, Australia and the UK. Lind's funds make direct
investments ranging from US$1 to
US$30 million, invest in syndicated
equity offerings and selectively buy on market. Having completed
more than 150 direct investments totaling over US$1.5 Billion in transaction value, Lind's funds
have been flexible and supportive capital partners to investee
companies since 2011. For more information, please
visit http://www.thelindpartners.com.
Caution Regarding Forward-Looking
Statements
This press release contains statements that may
constitute "forward-looking statements" within the meaning of
applicable securities legislation. Forward-looking statements are
typically identified by words such as "expect", "will" or similar
expressions. Forward-looking statements in this press release
include but are not limited to, statements with respect to the
negotiation and execution of the Amended Agreement and the receipt
of funding under an Amended Agreement, the issuance of convertible
securities pursuant to the Amended Agreement, and the issuance of
warrants under the Amended Agreement. These forward-looking
statements are made as of the date of this press release. Such
forward-looking statements reflect current estimates, beliefs and
assumptions, which are based on management's perception of current
conditions and expected future developments, as well as other
factors management believes are appropriate in the circumstances.
Although the Company believes the forward-looking statements in
this press release are reasonable, it can give no assurance that
the expectations and assumptions in such statements will prove to
be correct. The Company cautions investors that any forward-looking
statements by the Company are not guarantees of future results or
performance, and are subject to risks, uncertainties, assumptions
and other factors which could cause events or outcomes to differ
materially from those expressed or implied by such forward-looking
statements. Such factors and assumptions include, among others, the
ability of the Company and Lind to negotiate the terms of the
Amended Agreement, variations in market conditions; the Company's
ability to obtain any necessary permits, consents or authorizations
required for its activities; the Company's ability to access
further funding, to continue its projected growth, or to be fully
able to implement its business strategies. In addition, there are
known and unknown risk factors which could cause our actual
results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by
the forward-looking statements. 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 any forward-looking statements, which reflect
management's expectations only as of the date of this press
release. The Company disclaims any 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.
SOURCE Else Nutrition Holdings Inc.
