Brandlin Ventures Ltd. has entered into a definitive agreement to acquire Celexir Inc. through a business combination designed to bring Celexir's operations to the Canadian public markets. The amalgamation agreement, dated September 21, 2026, follows Brandlin's earlier announcement in July and will see the company acquire all of Celexir's business and operations through a statutory amalgamation involving Brandlin subsidiary Brandlin Capital Inc. The transaction remains subject to financing, shareholder and regulatory approvals, as well as conditional approval for the resulting company's shares to list on the Canadian Securities Exchange.
Structure of the Acquisition
Under the agreement, Celexir shareholders will receive an aggregate of 8 million post-consolidation shares in the resulting issuer, with each share carrying a deemed value of $0.50. They will also receive 2 million performance warrants and 4 million earn-out rights, creating additional potential equity tied to future operating milestones. The performance warrants can be exercised at $0.50 per share for three years after closing if the resulting company generates $2 million in revenue within 18 months of completing the transaction.
Brandlin will complete a share consolidation at a ratio of approximately 2.1605 existing shares for each new share before the transaction is finalized. After the acquisition closes, Brandlin is expected to change its name to Celexir Inc., or another name agreed upon by the parties, while the amalgamated Celexir entity will operate as a wholly owned subsidiary. Approximately 16.72 million resulting issuer shares are expected to be outstanding following completion, excluding shares issued through the associated financing.
Financing Supports Commercialization Plans
Completion of the acquisition is also conditional on a non-brokered private placement intended to raise at least $2 million in gross proceeds. Brandlin plans to issue a minimum of 4 million subscription receipts through its subsidiary at a price of $0.50 each, with the proceeds held in escrow until the required transaction conditions and regulatory approvals have been satisfied. Once released, the capital is expected to support product commercialization and provide general working capital for the resulting company.
Celexir Targets Regenerative Care Market
Celexir is a privately held Canadian company incorporated in July 2025 and is developing products intended for regenerative care, recovery, skin rejuvenation, and longevity applications. Its business centers on clinically backed peptides, stem cells, and related products designed to be manufactured under GMP and ATMP conditions with verified quality and cold-chain controls. The company plans to serve clinics, spas, wellness programs, and other healthcare-oriented customers operating across international markets.
Leadership Changes Planned After Closing
The transaction is expected to result in a reconstituted board and management team led by Celexir co-founder Anthony Rossi, who is proposed to become chief executive officer, president, and a director of the resulting issuer. Jonathan Soosaipillai is expected to serve as chief financial officer and corporate secretary, while Colin Frost and Sepehr Radjpoust are proposed as directors. The proposed leadership team brings backgrounds spanning biotechnology, capital markets, financial strategy, fintech, securities law, investment banking, and corporate development.
Brandlin's proposed acquisition of Celexir combines a corporate takeover, private financing, management restructuring, and planned CSE listing into a single transaction. Closing remains dependent on several conditions, including the completion of the financing, required shareholder and regulatory approvals, and conditional exchange approval for the resulting issuer's shares. If completed as proposed, the transaction would position Celexir as the operating business of a publicly listed Canadian company while providing new capital to advance its commercialization strategy.