Summary by Moomoo AI
Smart for Life, Inc., a health and wellness company, has entered into a definitive agreement to acquire Purely Optimal Nutrition Inc., a North American eCommerce nutraceuticals company. The acquisition, announced on April 8, 2024, is valued at $11,965,966.10, comprising $7,859,579.66 in cash and $4,106,386.44 in newly issued series D convertible preferred stock. The purchase price is based on a six times multiple of Purely Optimal's estimated EBITDA for the twelve-month period ending November 30, 2023. Adjustments to the purchase price will be made based on inventory levels and outstanding indebtedness at closing. The agreement includes a two-year non-compete clause for the sellers and mutual indemnification provisions for breaches of representations, warranties, and covenants. The closing of the acquisition is subject to customary conditions, including due diligence, regulatory approvals, and acquisition financing. Smart for Life expects the acquisition to contribute over $8 million in annualized revenue and over $1 million in adjusted EBITDA. The acquisition aligns with Smart for Life's 'Buy-and-Build' strategy to become a major international player in the Health & Wellness sector.