The Healing Company Inc. (OTCPK:HLCO) acquired the Wellbeing Experiences Businesses of Chopra Global, LLC for $8 million on March 3, 2023. The consideration paid and payable by Buyer for the Purchased Assets is an aggregate purchase price of up to $5,000,000 in cash plus newly issued shares of the Company’s common stock, par value $0.001 per share. $1,000,000 of the cash portion of the Purchase Price was paid to Seller on March 3, 2023, along with the issuance to Seller of 1,400,000 shares of the Common Stock. A deferred cash payment of $2,500,000 will be paid to Seller on March 31, 2023. Additionally, up to 3 earnout payments of $1,000,000 in value each may be paid to Seller, subject to and payable in accordance with earnout thresholds specified in the Purchase Agreement. Each of these Earnout Payments will be comprised of 50% in cash and 50% in shares of the Common Stock. The Earnout Payments will be earned (i) for the period starting March 1, 2023 and ending December 31, 2023 if net revenue of the Chopra Business (then operated by Buyer) exceeds $5,900,000; (ii) for the calendar year ending December 31, 2024 if such net revenue exceeds $11,000,000; and (iii) for the calendar year ending December 31, 2025 if such net revenue exceeds $15,000,000. The Earnout Shares will be valued at the market price at the time of issuance based on the five-day volume weighted average price of the Common Stock prior to the last day of the applicable measurement year. If the Company is taken private or undergoes a Change of Control, any subsequent Earnout Payment will be paid 100% in cash. The Closing was subject to customary closing conditions, including, without limitation, the completion of due diligence investigations; the receipt of required consents by certain third parties, or any governmental entity necessary for the consummation of the transaction and the release of certain security interests. Louis A. Bevilacqua of Bevilacqua PLLC acted as legal advisor to The Healing Company Inc. (OTCPK:HLCO). Kevin M. Levy of GrayRobinson PA acted as legal advisor to Chopra Global, LLC.

The Healing Company Inc. (OTCPK:HLCO) completed the acquisition of the Wellbeing Experiences Businesses of Chopra Global, LLC on March 3, 2023.