NuGen Announces Non-Binding LOI to Acquire Sol-Millennium Canada
Rhea-AI Summary
NuGen Medical Devices (NGMDF) announced a non-binding letter of intent dated August 5, 2026 with Sol-Millennium Medical HK to acquire all common shares of Sol-Millennium Canada. The Proposed Transaction is subject to due diligence, board approvals and regulatory clearances before any definitive agreement is signed.
According to NuGen, post-transaction ownership is expected to be about 65% for SolM HK and 35% for current NuGen shareholders, excluding convertible securities. SolM will also provide NuGen with a $1.3 million secured bridge loan at 6% annual interest, maturing five years after the initial advance, with $500,000 advanced after a loan agreement and $800,000 on signing a definitive deal. NuGen expects the transaction to add an operating distribution business, diversify its activities, and support product development, regulatory and market expansion plans, while it negotiates existing debt arrangements to terms acceptable to SolM HK.
Positive
- $1.3 million secured bridge loan at 6% interest, five-year term
- Initial $500,000 loan tranche on loan agreement, $800,000 on definitive deal
- Proposed deal adds Canadian medical device distribution platform with existing commercial activities
- NuGen expects increased operational capacity and diversification beyond a single product platform
Negative
- SolM HK projected to own ~65% of NuGen post-transaction, existing holders ~35%
- Bridge loan fully secured against NuGen assets, increasing creditor claims
- Loan bears 6% annual interest with five-year maturity, adding financing costs
- Completion contingent on due diligence, board and regulatory approvals, plus debt terms acceptable to SolM HK
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - August 6, 2026) - NuGen Medical Devices Inc. (TSXV: NGMD) ("NuGen" or the "Company") is pleased to announce it has entered a non-binding letter of intent ("LOI") with Sol-Millennium Medical HK Limited ("SolM HK"), the sole shareholder of Sol-Millenium Canada Inc. ("SolM"), dated August 5, 2026 to acquire all of the issued and outstanding common shares of SolM (the "Proposed Transaction"). Each party is currently conducting its respective due diligence and the contemplated transaction remains subject to, among other things, approval by the board of directors of each party and regulatory approval, however, the parties anticipate signing the definitive agreement (the "Definitive Agreement") following completion of its respective due diligence.
The general terms of the Proposed Transaction are as follows:
- NuGen will issue to SolM HK common shares in the capital of NuGen such that following the completion of the Proposed Transaction SolM HK will hold approximately
65% of the post-transaction common shares of NuGen and the current shareholders of NuGen will hold approximately35% of the post-transaction common shares of NuGen, such calculation not assuming the conversion of any convertible securities of Nugen; - SolM will provide a bridge loan to NuGen in the aggregate amount of
$1,300,000 subject to TSXV approval (the "Loan") with$500,000 b eing advanced following the execution of a loan agreement and the remaining$800,000 t o be advanced on execution of the Definitive Agreement. The Loan will be fully secured against the assets of the Company, bear interest at6% per annum and mature five years from the date of the initial advance; and - The Company will negotiate the conversion, settlement, deferral or other arrangements acceptable to the respective parties of certain debt obligations outstanding to the sole satisfaction of SolM HK.
The Company believes the Proposed Transaction will provide the Company with the following benefits:
- Strategic Rationale - strengthens NuGen's financial resilience, diversifies its operating base and provides additional resources to support its ongoing business activities;
- Supporting Product Development and Market Initiatives - support current commercial activities by adding operational capacity and diversification as NuGen continues to pursue its development, regulatory and market expansion plans;
- Business Diversification and Operational Stability - adds an operating business with existing commercial activities to the existing operations of NuGen, which will diversify NuGen's operating activities and reduce reliance on a single product platform; and
- Strategic Positioning and Preservation of Business Assets - strengthens NuGen's corporate profile and supports its ability to pursue strategic relationships and commercial opportunities with industry participants as well as protects the current business of NuGen from volatile market conditions.
It is expected that the Proposed Transaction will be structured as a share purchase from SolM HK, however, the final legal structure for the Proposed Transaction will be determined after the parties have considered all applicable tax, securities law, and accounting efficiencies.
Further details about the Proposed Transaction will be provided in a press release of the Company conditional on and once the Definitive Agreement is executed.
About NuGen Medical Devices
NuGen develops needle-free devices for subcutaneous drug delivery. Its flagship InsuJet™ system is approved in 42 countries and is designed to improve the lives of millions of people with diabetes worldwide.
Websites: insujet.com | insujet.fr | nugenmd.com
LinkedIn: https://www.linkedin.com/company/nugen-medical-devices
Investor Relations: IR@nugenmd.com
About Sol-Millenium Canada, Inc.
Sol-Millennium Canada, Inc. ("SolM" or "SMCA") is a Canadian medical device distribution company and is a wholly owned subsidiary of Sol-Millennium Medical HK Limited. The company operates as the Canadian platform for the Sol-Millennium group, supporting the commercialization and distribution of medical devices and healthcare products throughout Canada.
SMCA is engaged primarily in the distribution of medical devices, including needles, syringes, blood collection products, diabetes care products, safety-engineered devices, personal protective equipment (PPE), and related healthcare consumables. The company serves healthcare professionals, hospitals, distributors, and other healthcare providers across Canada.
For further information, please contact:
Ajay Mishra,
Chief Financial Officer
+1-833-867-5557
ir@nugenmd.com
Notice Regarding Forward-Looking Information:
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/308359