Entheon Announces Termination of Business Combination Agreement with Nutravisor

Rhea-AI Summary

Entheon (OTCQB: ENTBF) ended its business combination agreement with Nutravisor, so the planned reverse takeover, share consolidation, and name change will not proceed. Nutravisor will pay Entheon CAD $175,000 in cash and issue additional shares valued at CAD $175,000. Entheon shares remain halted.

Positive

• Receives CAD $175,000 cash termination payment from Nutravisor
• Entitled to Nutravisor shares valued at CAD $175,000 in future liquidity event

Negative

• Business combination and reverse takeover with Nutravisor will not proceed
• Planned share consolidation and name change are cancelled
• Trading in Entheon common shares is currently halted

News Market Reaction – ENTBF

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In the Jun 3 session, ENTBF declined 95.34%, reflecting a significant negative market reaction.

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Toronto, Ontario--(Newsfile Corp. - May 25, 2026) - Entheon Biomedical Corp. (CSE: ENBI) (OTCQB: ENTBF) (FSE: 1XU) ("Entheon" or the "Company") announces that further to its news release dated January 19, 2026, the definitive business combination agreement dated January 19, 2026, as amended on March 9, 2026 (the "Business Combination Agreement") between the Company and Nutravisor Inc. ("Nutravisor"), pursuant to which the parties had agreed to complete a business combination involving a "three-cornered" amalgamation of Nutravisor with a wholly-owned subsidiary of Entheon having the effect of Entheon acquiring all of the issued and outstanding common shares and other securities of Nutravisor in exchange for securities of Entheon, and resulting in the reverse takeover of Entheon by Nutravisor (the "Proposed Transaction"), has been terminated.

As a result of the termination of the Business Combination Agreement, the Proposed Transaction will not proceed, and the Company will not complete the share consolidation, the name change, or any other steps contemplated in connection with the Proposed Transaction.

In connection with the termination of the Business Combination Agreement, Nutravisor paid to Entheon a cash termination payment in the amount of CAD$ 175,000 (the "Settlement Cash"). In addition, Nutravisor has agreed to issue to Entheon such number of common shares of Nutravisor, or of the resulting issuer in connection with a go-public transaction, as has an aggregate deemed value of CAD $175,000 (the "Settlement Shares"), calculated based on a deemed issue price per Settlement Share equal to the greater of: (a) CAD $0.50 per share; and (b) 80% of the price per common share issued, sold or deemed issued in connection with Nutravisor's next liquidity event.

Trading in the common shares of the Company is currently halted. The Company will provide a further update regarding the status of trading in its common shares in due course.

ABOUT ENTHEON BIOMEDICAL CORP.

Entheon is a biotechnology research and development company interested in treating addiction and substance use disorders.

Timothy Ko, CEO, President and Director

For more information, please contact the Company at:
Entheon Biomedical Corp.
Timothy Ko, CEO
1 (604) 562-3932
timothy@entheonbiomedical.com
https://entheonbiomedical.com

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, included in this news release are forward-looking statements, including, without limitation, statements regarding: the receipt by Entheon of the Settlement Cash; the issuance of the Settlement Shares to Entheon; and the resumption of trading in the common shares of the Company.

Forward-looking statements are often, but not always, identified by words such as "expects", "anticipates", "believes", "plans", "intends", "estimates", "projects", "targeted", "scheduled", "may", "will", "could", or "should" occur or be achieved.

These forward-looking statements are based on current expectations and assumptions that, while considered reasonable by management at the time of preparation, are inherently subject to significant business, economic, competitive, market, regulatory, and other risks and uncertainties. Key assumptions include but are not limited to Nutravisor making payment of the Settlement Cash and issuing the Settlement Shares, and that the Company's common shares will resume trading on the Canadian Securities Exchange.

Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risk that Nutravisor may fail to pay the Settlement Cash or issue the Settlement Shares.

Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and Entheon does not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298801

FAQ

Why did Entheon (OTCQB: ENTBF) terminate its business combination agreement with Nutravisor on May 25, 2026?

Entheon announced the definitive business combination agreement with Nutravisor has been terminated, so the proposed transaction will not proceed. According to the company, this also cancels the related reverse takeover structure, share consolidation, name change, and other steps tied to the planned deal.

What happens to the proposed reverse takeover of Entheon (ENTBF) by Nutravisor after the deal termination?

The reverse takeover of Entheon by Nutravisor will not proceed following termination of the business combination agreement. According to Entheon, all related steps, including acquiring Nutravisor securities in exchange for Entheon securities, are cancelled and will no longer move forward.

What termination payments will Entheon (ENTBF) receive from Nutravisor after cancelling the business combination?

Entheon will receive a cash termination payment of CAD $175,000 from Nutravisor. According to the company, Nutravisor will also issue Entheon common shares, or resulting issuer shares, with a deemed aggregate value of CAD $175,000 as additional settlement consideration.

How will the Nutravisor settlement shares for Entheon (ENTBF) be priced after the business combination termination?

The settlement shares will use a deemed price per share equal to the greater of CAD $0.50 or 80% of the price in Nutravisor’s next liquidity event. According to Entheon, this formula determines how many shares equal CAD $175,000 in value.

Is trading in Entheon (OTCQB: ENTBF) shares affected by the Nutravisor deal termination?

Trading in Entheon common shares is currently halted, and the company plans to provide a further update on trading status. According to Entheon, the halt remains in effect as of the announcement of the Nutravisor business combination termination.

Will Entheon (ENTBF) still complete its planned share consolidation and name change after ending the Nutravisor transaction?

Entheon will not complete the share consolidation, name change, or other steps associated with the proposed Nutravisor transaction. According to the company, these actions were tied to the business combination and are cancelled following termination of the agreement.