KRTL Holding Group, Inc. Announces Merger with Industria Químico Farmacéutica Sigma Corp. S.R.L.

Rhea-AI Summary

KRTL Holding Group (OTC:KRTL) has announced a strategic merger between its subsidiary KRTL Biotech and Industria Químico Farmacéutica Sigma Corp (SIGMA), a leading Bolivian pharmaceutical manufacturer. Under the agreement dated September 2, 2025, KRTL Biotech will acquire 99% of SIGMA's capital quotas in exchange for 490,000,000 common shares (49% ownership) of KRTL Biotech.

The transaction includes issuing one preferred share and a permanent board seat to SIGMA's CEO Patricia Wilstermann. This merger creates a fully integrated commercial channel strengthening both companies' presence in the U.S. and Latin America, enabling two-way pharmaceutical trade and manufacturing capabilities while maintaining SIGMA's local operational independence.

Positive

• Strategic acquisition of 99% of SIGMA provides KRTL immediate access to established Bolivian pharmaceutical manufacturing operations
• Creation of two-way pharmaceutical trade channel between U.S. and Latin America enhances market access
• Merger enables financial consolidation under U.S. GAAP (ASC 810)
• SIGMA maintains operational independence while integrating with KRTL's U.S. compliance framework
• Enhanced manufacturing and distribution capabilities across both hemispheres

Negative

• Significant share dilution with issuance of 490,000,000 new KRTL Biotech shares (49% ownership)
• Permanent board seat commitment to Patricia Wilstermann could impact future corporate governance flexibility
• Integration of different regulatory frameworks between U.S. and Bolivia may present compliance challenges

Lakewood, CO, Sept. 09, 2025 (GLOBE NEWSWIRE) -- KRTL Holding Group, Inc. (OTC: KRTL) (“KRTL Holding” or the “Company”) today announced that its wholly owned subsidiary, KRTL Biotech, Inc. (“KRTL Biotech”), has completed a merger by exchange of quotas and shares agreement with Industria Químico Farmacéutica Sigma Corp. S.R.L. (“SIGMA”), a leading Bolivian pharmaceutical manufacturer.

Under the terms of the Share and Quotas Exchange Agreement executed on September 2, 2025, the Wilstermann Family, owners of 100% of SIGMA, shall transfer 99% of SIGMA’s capital quotas to KRTL Biotech. In exchange, KRTL Holding, through KRTL Biotech, will issue 490,000,000 common shares of KRTL Biotech, representing 49% of KRTL Biotech’s issued and outstanding shares, to the Wilstermann Family.

Additionally, KRTL Holding will issue one (1) preferred share to Patricia Wilstermann, granting her a permanent board seat on KRTL Holding’s board, ensuring continuity of SIGMA’s governance interests.

This strategic transaction preserves SIGMA’s local operations, licenses, and management while granting KRTL Biotech a majority beneficial interest in SIGMA for financial consolidation under U.S. GAAP (ASC 810). SIGMA’s results will now be consolidated into KRTL Biotech’s financial statements, which are, in turn, consolidated into KRTL Holding’s reporting.

“This merger marks an important step forward in our expansion strategy,” said César Herrera, CEO of KRTL Holding Group, Inc. “By combining SIGMA’s established pharmaceutical operations in Bolivia with KRTL Biotech’s U.S. compliance framework, we are building a stronger, more integrated platform for growth.”

This merger creates a fully integrated commercial channel that strengthens the presence of both KRTL Biotech and SIGMA in the U.S. and Latin America. It enhances what the combined entity can manufacture in Bolivia and export into the United States while simultaneously creating new pathways for U.S.-based pharmaceutical innovation, technology, and therapeutics to be manufactured, distributed, and commercialized throughout Latin America. Through SIGMA’s local infrastructure, regulatory insight, and manufacturing capabilities, the alliance supports two-way pharmaceutical trade, compliance alignment, and scalable production on both sides of the hemisphere.

Dan Bishop, CEO of KRTL Biotech, Inc., added: “This unity aligns SIGMA’s proven manufacturing capabilities with KRTL Biotech’s regulatory and U.S. operational infrastructure. Together, we are positioned to better serve international markets while maintaining the highest quality standards.”

This collaboration not only enhances cross-border production and compliance but also sets a foundation for scientific innovation, bilateral trade expansion, and shared investment in public health. The merger enables each company to leverage its strengths—U.S.-based quality systems and regulatory insight, alongside Bolivian production depth and agility—to elevate pharmaceutical and nutraceutical development on a global scale.

Patricia Wilstermann, CEO of SIGMA, said: “We’re excited to join forces with KRTL while maintaining operational independence in Bolivia. This partnership strengthens our business and expands our reach without compromising our core values. Together, we are creating a platform that respects our legacy while propelling us into new markets with shared vision, scientific collaboration, and a firm commitment to regulatory excellence.”

Transaction Highlights

• Structure: Merger via exchange of quotas and shares
• Effective Date: September 2, 2025
• Consideration:
  • 99% of SIGMA’s capital quotas transferred to KRTL Biotech
  • 490,000,000 common shares of KRTL Biotech issued to the Wilstermann Family (49% ownership)
  • One (1) preferred share issued to Patricia Wilstermann, who has also been granted a board seat at KRTL Holding
• Consolidation: SIGMA’s financial results will be consolidated into KRTL Biotech’s statements under ASC 810

About KRTL Holding Group, Inc.

KRTL Holding Group, Inc. (OTC: KRTL) operates through its subsidiaries KRTL Biotech, Inc. and KRTL International Corp. The Company leverages strategic synergies across biotech, technology, and emerging markets to drive growth and deliver shareholder value.

About KRTL Biotech, Inc.

KRTL Biotech, Inc. focuses on building scalable life-science operations that prioritize quality, compliance, and innovation. The company aims to expand its international footprint while maintaining rigorous U.S. reporting and regulatory standards.

About Industria Químico Farmacéutica Sigma Corp. S.R.L.

SIGMA is a Bolivian pharmaceutical manufacturer with a long-standing history of quality production, regulatory compliance, and supply chain reliability. The company serves domestic and regional markets through its well-established operations.

For more information:

www.krtlholding.com | www.krtl-icc.com | www.krtlbiotech.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “projects,” “estimates,” “future,” and “opportunity” and similar expressions are used to identify these forward-looking statements. Forward-looking statements are not guarantees of future performance. These risks and uncertainties include, but are not limited to, changes in regulatory requirements, market conditions, and other factors described in the Company’s filings. Additional information concerning risks and uncertainties that could materially affect KRTL’s business and financial results is included in the Company’s filings with the OTC Markets and, where applicable, the SEC. You should not place undue reliance on forward-looking statements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

www.krtlholding.com
info@krtlholding.com

www.krtlbiotech.com
info@krtlbiotech.com

www.krtl-icc.com
info@krtl-icc.com

FAQ

What are the key terms of KRTL Holding's merger with SIGMA?

KRTL Biotech will acquire 99% of SIGMA's capital quotas in exchange for 490,000,000 common shares (49% ownership) of KRTL Biotech, plus one preferred share and a board seat for SIGMA's CEO.

How will the KRTL-SIGMA merger benefit both companies?

The merger creates a two-way pharmaceutical trade channel between U.S. and Latin America, combining SIGMA's manufacturing capabilities with KRTL's U.S. compliance framework while maintaining SIGMA's operational independence.

What percentage of KRTL Biotech will SIGMA's owners receive in the merger?

The Wilstermann Family will receive 49% ownership of KRTL Biotech through the issuance of 490,000,000 common shares.

How will SIGMA's financial results be reported after the merger with KRTL?

SIGMA's financial results will be consolidated into KRTL Biotech's financial statements under ASC 810, which will then be consolidated into KRTL Holding's reporting.

What governance changes will occur at KRTL Holding following the SIGMA merger?

Patricia Wilstermann, SIGMA's CEO, will receive one preferred share and a permanent board seat on KRTL Holding's board to ensure continuity of SIGMA's governance interests.