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Acquisitions
12 Months Ended
Aug. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions

Note 16 – Acquisitions

 

Acquisition of Businesses

 

On May 24, 2021, the Company’s acquired PRO-DIP, LLC, to complement several of the Company’s growth initiatives (i) to build a health science related IP portfolio, and (ii) deliver wellness and preventative healthcare products to the marketplace. This acquisition was considered an acquisition of a business under ASC 805. From the period from the acquisition date to August 31, 2021, PRO-DIP LLC had revenues of $1,172 and a net loss of $106,706.

 

On May 28, 2021, the Company and NHL entered into a Share Exchange Agreement (the “ACZ SEA”) by and among the Company and NHL, on the one hand, and Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau, on the other hand (collectively the “ACZ Shareholders”). On June 24, 2021, pursuant to the terms of the ACZ SEA, the acquisition of Acenzia by NHL closed. On October 22, 2021, the parties (i) set the final Purchase Price, as determined by the Post-Closing Purchase Price Adjustment, at a value of $14,162,795, and (ii) agreed to the issuance of that number of NHL Exchangeable Shares (as defined in the ACZ SEA) exchangeable into 3,622,199 restricted shares of Company common stock at an agreed upon price of $3.91 allotted for the ACZ Shareholders as provided for in the ACZ SEA. The price of the Company’s common stock on the closing date was $2.55; therefore the purchase price for accounting purposes was $9,236,607. The Company acquired Acenzia to complement several of the Company’s growth initiatives (i) to build a health science related IP portfolio, and (ii). acquire ownership interest in licensed and certified manufacturing and packaging facilities of health and wellness related products. This acquisition was considered an acquisition of a business under ASC 805. From the period from the acquisition date to August 31, 2021, Acenzia had revenues of $446,390 and a net loss of $549,666.

 

 

A summary of the purchase price allocation for Acenzia and PRO-DIP at fair value is below.

 Summary of Purchase Price Allocation at Fair Value

   Acenzia   PRO-DIP 
Cash and cash equivalents  $3,738,171   $- 
Accounts receivable   808,165    - 
Inventory   195,518    9,050 
Prepaid expenses and other current assets   3,594    - 
Property and equipment   5,687,988    16,355 
Intangible assets   5,796,000    455,752 
Goodwill   9,157,949    - 
Accounts payable and accrued expenses   (1,845,114)   - 
Due to related party   (185,614)   - 
Note payable   (12,534,593)   (40,320)
Deferred tax liability   (1,536,000)   - 
Lease obligation   (49,457)   - 
Purchase price  $9,236,607   $440,837 

 

The purchase price was paid as follows:

Summary of Purchase Price 

   Acenzia   PRO-DIP 
Cash  $-   $10,000 
Issuance of common stock   -    430,837 
Common stock to be issued   9,236,607    - 
   $9,236,607   $440,837 

 

Joint Venture

 

MiTelemed+ 50/50 Joint Venture with EK-Tech Solutions, Inc.

 

On October 8, 2021, the Company and NHL completed a Joint Venture Agreement (the “MiTelemed+ JV”) with EK-Tech Solutions Inc. (“EK-Tech”) to establish the joint venture company MiTelemed+ Inc., an Ontario province Canada corporation (“MiTelemed+”), to operate, support, and expand access and functionality of EK-Tech’s enhanced proprietary Telehealth platform. At closing, EK-Tech contributed all intellectual property, source code, and core data of the iTelemed platform, valued at CAD$1,500,000, and NHL issued to EK-Tech, non-voting NHL Exchangeable Special Shares, free and clear of all liens and encumbrances, which are issued solely for the purpose of EK-Tech to exchange, for 185,000 restricted shares of Company’s common stock solely upon EK-Tech meeting terms and conditions for exchange of the NHL Exchangeable Special Shares as defined in the MiTelemed+ JV. The net profits and net losses of the JV will be split 50/50 between NHL and EK-Tech. As of August 31, 2022, the terms and conditions for the exchange of the NHL Exchangeable Special Shares had not been met.

 

Mullins Asset Purchase Agreement

 

On November 17, 2021, the Company entered into that certain Asset Purchase Agreement (the “Mullins APA”), dated as of November 17, 2021, by and between the Company and Terence Mullins. Pursuant to the terms of the Mullins APA, Mr. Mullins agreed to sell, and the Company agreed to purchase, all of Mr. Mullins’ right, title and interest in and to certain assets (the “Mullins IP Assets”), in exchange for a purchase price of CAD$2,500,000 (approximately $1,990,250) which is to be paid as follows:

 

  (a) CAD$2,000,000 (approximately $1,592,200) is to be issued or allotted to Mr. Mullins only after patent-pending status, in the U.S. or internationally, is designated for all Mullins IP Assets (the “Mullins IP Assets CAD$2m Shares”), as either restricted shares of Company common stock or NHL Exchangeable Shares, as determined by Mr. Mullins. Once issued or allotted, the Mullins IP Assets CAD $2m Shares will be held in escrow pending registration and approval for all Mullins IP Assets, and
     
  (b) CAD$500,000 (approximately $398,050) is to be issued in the form of 118,821 restricted shares of Company common stock, free and clear of all liens, pledges, encumbrances, charges, or known claims of any kind, nature, or description, upon closing of the Mullins APA

 

 

All shares issued or allotted under the terms and conditions of the Mullins APA are calculated at a value of $3.35 per share. The price of the Company’s common stock on the closing date was $1.59; therefore the purchase price for assets acquired (Intellectual property) by the payment of item (a) above was $755,701 and item (b) above was $188,925. The purchase price for item (a) above has been recorded as a contingent liability at fair value in the accompanying consolidated balance sheets since the conditions for payment have not been met as of August 31, 2022. The amounts assigned to assets acquired are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date.

 

In addition, the Company will pay a royalty equal to 10% of net revenue (net profit) of all iodine related sales reported through the Company or any of its wholly owned subsidiaries for a period equal to the commercial validity of the intellectual property.

 

Terragenx Share Exchange Agreement

 

On November 17, 2021, the Company and NHL, a wholly owned subsidiary of the Company, entered into that certain Share Exchange Agreement (the “Terra SEA”), dated as of November 17, 2021, by and among the Company, NHL, Terragenx Inc. (“Terra”), TMS Inc. (“TMS”), Shawn Mullins, Claude Fournier, and The Coles Optimum Health and Vitality Trust (“COHV” and collectively with TMS, Mr. Mullins and Mr. Fournier, the “Terra Shareholders”). Collectively, the Terra Shareholders owned 91% of the outstanding shares of Terra (the “Terra Purchased Shares”).

 

Pursuant to the terms of the Terra SEA, NHL agreed to purchase from the Terra Shareholders, and the Terra Shareholders agreed to sell to NHL, the Terra Purchased Shares on the closing date, in exchange for payment by NHL of the purchase price (the “Purchase Price”) of CAD$500,000 (approximately $398,050) (the “Exchange”). The Purchase Price was to be paid with the issuance, by NHL to the Terra Shareholders, of certain non-voting NHL special shares exchangeable into restricted shares of the Company’s common stock (the “NHL Exchangeable Shares”). The total shares of Company common stock allotted in favor of the Terra Shareholders was calculated at a per share price of $3.35.

 

The Exchange closed on November 17, 2021. At the closing of the Exchange, (i) the Terra Shareholders transferred to NHL a total of 910 shares of Terra common stock, representing 91% of Terra’s outstanding shares, and (ii) a total of 100 NHL Exchangeable Shares were issued to the Terra Shareholders, which NHL Exchangeable Shares are exchangeable into a total of 118,821 restricted shares of the Company’s common stock. As a result of the Exchange, NHL has 91% ownership of Terra and full control of the Terra business.

 

In addition, the Company will issue 500,000 shares of the Company’s common stock to Terry Mullins as part of an employment agreement that is considered part of the purchase price. The price of the Company’s common stock on the closing date was $1.59; therefore the purchase price for accounting purposes was $983,925. The Company acquired Terragenx to complement several of the Company’s growth initiatives including (i) to build a health science related IP portfolio, and (ii) through either acquisition, internal development, or third-party licensing distribute effective, personalized health and wellness product solutions allowing for the customization of patient preventative care remedies and over-the-counter preventative and maintenance care solutions. This acquisition was considered an acquisition of a business under ASC 805. From the date of acquisition until August 31, 2022, Terragenx had revenues of $266,635 and a net loss of $1,362,225.

 

A summary of the purchase price allocation for Terra at fair value is below.

 Summary of Purchase Price Allocation at Fair Value

Cash and cash equivalents  $29,291 
Inventory   42,273 
Prepaid expenses and other current assets   398 
Property and equipment   66,759 
Intangible assets   1,179,361 
Accounts payable and accrued expenses   (189,080)
CEBA loan   (47,766)
Minority interest   (97,311)
Purchase price  $983,925 

 

 

The purchase price was paid as follows:

 Summary of Purchase Price

Cash  $- 
Common stock to be issued   983,925 
   $983,925 

 

The purchase of Terragenx was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented.

 

Share Exchange Agreement to Acquire 50.1% of 12858461 Canada Corp.

 

On March 1, 2022, the Company and NHL completed a Share Exchange Agreement (the “1285 SEA”) with 12858461 Canada Corp. (“1285”), a Canada federal corporation in the business of providing clinic-based physiotherapy and related ancillary services and products, and Prashant A. Jani, a Canadian citizen and sole shareholder of 1285 (the “1285 Shareholder”), to acquire 50.1% ownership of 1285 for a purchase price of $68,000 (the “1285 Purchase Price”) paid with the issuance, by NHL to the 1285 Shareholder, of certain non-voting NHL Exchangeable Special Shares which can only be utilized for the purpose of exchange into an allotment of 17,000 restricted shares of the Company’s common stock (the “Parent 1285 SEA Shares”) at the determination of the 1285 Shareholder. The number of Parent 1285 SEA Shares was calculated by dividing the 1285 Purchase Price by $4.00 per share.

 

This acquisition was considered an acquisition of a business under ASC 805. From the date of acquisition until August 31, 2022, 1285 had revenues of $111,764 and a net income of $33,022.

 

A summary of the purchase price allocation for 1285 at fair value is below.

 Summary of Purchase Price Allocation at Fair Value

Cash and cash equivalents  $7,629 
Accounts receivable   2,754 
Property and equipment   8,813 
Goodwill   602 
Intangible assets   31,101 
Minority interest   (25,401)
Purchase price  $25,500 

 

The purchase price was paid as follows:

 Summary of Purchase Price

Cash  $- 
Common stock to be issued   25,500 
   $25,500 

 

The purchase of 1285 was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented.

 

Asset Purchase Agreement with Poling Taddeo Hovius Physiotherapy Professional Corp., operating as Fairway Physiotherapy and Sports Injury Clinic

 

 

On March 1, 2022, the Company and NHL completed an Asset Purchase Agreement (the “PTHPC APA”) with Poling Taddeo Hovius Physiotherapy Professional Corp. (“PTHPC”), operating a clinic-based physiotherapy, rehabilitative, and related ancillary services and products business known as Fairway Physiotherapy and Sports Injury Clinic (“FAIR”), and Jason Taddeo, a Canadian citizen and the sole shareholder of PTHPC (the “PTHPC Shareholder”), Under the terms and conditions of the PTHPC APA, PTHPC agreed to sell, assign and transfer to NHL, free and clear of all encumbrances, other than permitted encumbrances, and NHL agreed to purchase from PTHPC all of PTHPC’s right, title and interest in and to all of its assets related to FAIR and the FAIR Business, with the exception of certain limited exclusions, and the rights, privileges, claims and properties of any kind whatsoever that are related thereto, whether owned or leased, real or personal, tangible or intangible, of every kind and description and wheresoever situated. Under the terms and conditions of the PTHPC APA, the purchase price is $627,000 (the “FAIR Purchase Price”) paid with the issuance, by NHL to the PTHPC Shareholder, of certain non-voting NHL Exchangeable Special Shares which can only be utilized for the purpose of exchange into an allotment of 156,750 restricted shares of the Company’s common stock (the “Parent PTHPC APA Shares”) at the determination of the PTHPC Shareholder. The number of Parent PTHPC APA Shares was calculated by dividing the FAIR Purchase Price by $4.00 per share.

 

This acquisition was considered an acquisition of a business under ASC 805. From the date of acquisition until August 31, 2022, PTHPC had revenues of $245,258 and a net loss of $61,619.

 

A summary of the purchase price allocation for PTHPC at fair value is below.

 Summary of Purchase Price Allocation at Fair Value

Cash and cash equivalents  $18,383 
Accounts receivable   44,289 
Prepaid expenses and other current assets   11,292 
Property and equipment   9,475 
Intangible asset   151,686 
Purchase price  $235,125 

 

The purchase price was paid as follows:

 Summary of Purchase Price

Cash  $- 
Common stock to be issued   235,125 
   $235,125 

 

The purchase of PTHPC was not considered significant for accounting purposes; therefore, pro forma financial statements are not presented.

 

Membership Interest Purchase Agreement with Clinical Consultants International LLC

 

On March 17, 2022, the Company entered into a Membership Interest Purchase Agreement (the “CCI Agreement”) by and among the Company, CCI, each of the members of CCI (the “CCI Members”), and Dr. Joseph Chalil as the representative of the CCI Members.

 

Pursuant to the terms of the CCI Agreement, among other things, the CCI Members will sell and assign to the Company all of their membership interests of CCI, in exchange for a total of 800,000 restricted shares of the Company’s common stock (the “Exchange Shares”) (“CCI Acquisition”). The Exchange Shares will be apportioned among the Members pro rata based on their respective membership interest ownership percentage of CCI. Following the closing of the CCI Acquisition (the “Closing”), the Company will own 100% of the issued and outstanding membership interests of CCI, and the CCI Members or their designees will collectively own 800,000 restricted shares of the Company’s common stock. The restricted shares were issued on April 7, 2022.

 

This CCI Acquisition was accounted for as an asset acquisition, as substantially all of the fair value of the assets being acquired under the arrangement was concentrated in the customer relationships. Accordingly, the $1,704,000 purchase price was primarily allocated to the customer relationships intangible asset, for $1,701,814, and will be amortized over an estimated useful life of 5 years. The remaining purchase price was allocated to cash and cash equivalents.

 

 

A summary of the purchase price allocation for CCI at fair value is below. 

 Summary of Purchase Price Allocation at Fair Value

Cash and cash equivalents  $2,186 
Intangible asset   1,701,814 
Purchase price  $1,704,000 

 

The purchase price was paid as follows:

 Summary of Purchase Price

Cash  $- 
Common stock   1,704,000 
   $1,704,000