Delic Holdings Corp, the leading psychedelic wellness platform, has entered into a binding merger agreement with Ketamine Wellness Centers, Arizona, LLC (KWC). KWC is a limited liability corporation formed under the laws of Arizona, which operates 10 ketamine infusion treatment clinics, across Arizona, Colorado, Florida, Illinois, Minnesota, Nevada, Texas, and Washington. KWC is the largest national chain of ketamine infusion clinics in the United States and will add to Delic’s existing portfolio of two clinics operated by Ketamine Infusion Centers in California and Arizona, cementing its position as the leading and largest health provider organization in the country. Delic expects to open 15 additional clinics across the country over the coming 18 months, further expanding access to millions who can benefit from psychedelic treatment for a variety of mental health conditions. Supported by clinical trials and peer reviewed studies, FDA-approved ketamine infusions have emerged as a promising treatment option for chronic diseases and pain disorders.
Transaction Highlights include:
- The Transaction (defined below) establishes Delic as the largest psychedelic organization operating in the United States.
- KWC has been operating profitably and expanding significantly with 2020 revenues in excess of $3.5 million, on track for $4.5 million in 2021. Joining Ketamine Infusion Centers LLC (KIC) (acquired June, 2021), which has grown steadily with revenues in excess of $4.2 million since 2019.
- KWC and KIC have been focused on opening locations in Secondary cities with considerable demand, in an effort to provide access to the most consumers.
- KWC will be strategically positioned to leverage the Delic platform and diversified brands: Delic expects to drive considerable consumerss to KWC through its media platform and build on the existing national leadership position already in place.
- Established history of providing ketamine infusion services: The management team at KWC has been in business for 6 years expanding services throughout the United States.
- Management expertise: The acquisition of KWC will add a team of 60+ medical professionals and employees bringing a wealth of industry experience and knowledge to Delic.
This acquisition demonstrates Delic’s growth and evolution into the leading, most diversified company operating in the psychedelic wellness space. By acquiring KWC, Delic expands from its existing portfolio of clinics into the largest chain in the country and adds to their position as a central hub of psychedelic education, media, and information with the addition of consumers with psychedelic therapy. Delic is uniquely positioned to drive digital awareness to its various holdings under the Delic umbrella, and drive online users to brick and mortar holdings, including KWC and KIC’s physical psychedelic clinics.
Over the last six years, the team at KWC has expanded across the country, from Arizona to Florida, while overseeing 60,000 treatments delivered to date, and generating 2020 revenue of $3.5 million trending toward $4.5 million in 2021. Prior to this Transaction, KWC has grown without taking outside capital. KWC will operate under the Delic umbrella, under the direction and guidance of Kevin Nicholson.
Delic is focused on bringing psychedelic wellness to the mainstream. The company does this through an umbrella of related owned and operated businesses to support scaling the impact and reach of treatment, including:
- Trusted media platforms and in-person events to market the services directly to consumers and consumers and gain data
- A licensed lab to develop IP, R&D, and innovative high-quality and safe product lines
- The largest and most accessible network of physical clinics to administer effective treatments.
Under the terms of the Merger Agreement, Delic will acquire all membership interests of KWC through a reverse triangular merger between KWC and a newly organized wholly owned subsidiary of Delic. Subject to customary adjustment terms, Delic has agreed to issue subordinate voting shares in the capital of Delic to the members of KWC, having an aggregate value of $5,000,000 with the number of Consideration Shares to be issued determined based on a price per share equal to the ten trading-day volume weighted average trading price (VWAP) of the Consideration Shares on the Canadian Securities Exchange immediately prior to closing of the Transaction. Delic will further pay to the Members an amount equal to $5,000,000 in cash with $3,500,000 of such Cash Consideration to be paid on the closing date, $750,000 to be paid on the date that is 12 months after the closing date, and $750,000 on the date that is 24 months after the closing date. In addition, the Members will be eligible to receive additional Consideration Shares in an amount equal to US$100,000 upon KWC opening up further clinics that each post three consecutive months of profitability and minimum revenue of $135,000 for a period of three consecutive months after opening. The Members may earn up to an aggregate cap of US$3,000,000 in Consideration Shares pursuant to such new clinic milestones, based on a price per share equal to the 10 trading-day VWAP of the Consideration Shares on the Exchange immediately prior to the date such milestone is achieved.
The Members have agreed that any Consideration Shares issued will be subject to a contractual hold period, with 10% of the share consideration to be released on the date that is six months and one day following closing, and 15% released every six months thereafter over a period of 36 months. In addition, Members have agreed to enter into voting support agreements with Delic having a term of two years, pursuant to which the Members will vote as directed by the board of directors of Delic, subject to customary carve-outs.
Delic is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic Radio, Delic Labs, the only licensed entity by Health Canada to exclusively focus on research and development of psilocybin vaporization technology, Meet Delic the premiere psychedelic wellness event, and Ketamine Infusion Centers one of the largest ketamine clinics in the country. Delic is backed by a team of industry and cannabis veterans and a diverse network, whose mission is to provide education, research, high-quality products, and treatment options to the masses.
This was reported by Delic Holdings, Inc. on September 20, 2021.
Contact information: Delic Holdings, Inc., 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2Z7, Canada; 708- 515-4925; Email: firstname.lastname@example.org; Website: https://deliccorp.com/
Contact information: Ketamine Wellness Centers Arizona, LLC, 3130 North Swan Road, Tucson, Arizona 85712; 855-538-9355; Email: email@example.com; Website: https://www.ketaminewellnesscenters.com/