Irwin Naturals Emergence is a wholly-owned subsidiary of Irwin Naturals, a California based nutraceutical and one of the biggest names in wellness products (CSE: IWIN) (FRA: 97X) family. The company is now leveraging its brand and consumer trust to offer THC-based products and psychedelic mental health treatment, under their new Irwin Naturals Emergence banner, with the intention of becoming “the world’s largest chain of psychedelic mental health clinics.”
The roll-out plan is now moving forward in earnest. In March we had the first acquisition of Midwest Ketafusion, a clinic in Iowa City, and yesterday there was the announcement of an acquisition agreement with KHC Capital Group (“Ketamine Health Centers”) and their chain of five ketamine treatment clinics in Florida (with an additional partnership contract with two affiliate clinics in Mexico).
From Klee Irwin of Irwin Naturals:
“With the WHO projecting mental health issues will cost the global economy some $6 trillion by 2030, and the limited efficacy of traditional therapy, it is clear something needs to happen. That something is the broad adoption of psychedelics assisted therapies, which we will offer through our rapidly growing clinics chain. We intend to make these life-changing treatments available on a national scale through Emergence by Irwin Naturals, and with this acquisition we have taken yet another step towards realizing this.
“Based on our philosophy of exceptional quality and efficacy at an accessible price point, reflected in a brand that is known and appreciated by over 100 million North Americans, we believe we are well positioned to help make this change come about.”
In a few short months, the firm seems to be actively enacting their ambitious plan. See the full press release below and stay tuned to Microdose for more as it develops.
Company Leverages Household Brand Status in Effort to be World’s Largest Chain of Psychedelic Mental Health Clinics
April 18, 2022 08:00 ET | Source: Irwin Naturals
LOS ANGELES, April 18, 2022 (GLOBE NEWSWIRE) — Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) (“Irwin” or the “Company”) announced today it has taken the next step in the execution of its ketamine clinic roll-up strategy – a move the Company says is motivated by an intention to become the world’s largest chain of psychedelic mental health clinics.
The Company entered into an acquisition agreement (the “Agreement”) dated April 17, 2022 with KHC Capital Group, LLC and related entities (“Ketamine Health Centers”), which owns a chain of five ketamine treatment clinics in Florida with an additional partnership contract with two affiliate clinics in Mexico.
Irwin’s CEO, Klee Irwin, said, “The number of patients treated per month at Ketamine Health Centers makes this acquisition in our national roll-up particularly exciting. With each acquired clinic to be renamed Irwin Naturals Emergence, we are the world’s first household name to enter the psychedelic mental health treatment sector. This transaction brings the total of our US-based clinics to six locations.”
Irwin continued, “We see ourselves as the initial notable first mover and will be leveraging our brand equity to expand rapidly as society embraces the psychedelic mental health revolution. With nearly 80% of US households familiar with the trusted Irwin brand, it will be the welcome face of a familiar friend in a crowd of strangers – making this life altering solution a bit less intimidating to those in need.1”
Chief Medical Officer of Ketamine Health Centers, Dr. Raul Cruz, commented, “What impressed us about Irwin’s approach to America’s mental health crisis is their philosophy of using their existing national scale to drive down patient costs, while being profitable at all stages of the expansion. That’s unusual. A key deciding factor for me getting behind this deal was the March 24th press release of Irwin Naturals titled Planned Strategy to Add New Mental Health Treatments and Collaborate with 3rd Party Payors. This is because we also recognized the power of synergizing ketamine treatment with TMS (transcranial magnetic stimulation) and stellate ganglia block procedures. These three treatments are profound when used individually and are even more successful when used in combination. We have been having great success with these additional treatment modalities in our clinics. Many of the publicly traded players in the space have business models that justify losing money and charge non-accessible prices to patients. Irwin Naturals management has proven itself capable of building a national brand with an exceptionally loyal customer base.”
Transaction Terms
The Agreement is subject to certain customary closing conditions and regulatory approvals. As consideration for the acquisition, Irwin will issue subordinate voting shares (“SVS”) and proportionate voting shares (“PVS”) in the capital of Irwin, equivalent to 1,066,667 SVS on an as-converted to SVS basis (“Closing Consideration Shares”) and assume or pay off approximately US$1,600,000 of debt at closing. In addition members of, Ketamine Health Center’s will be entitled to receive an additional payment equal to the value of 10 times the contracting entities’ 2022 EBITDA less the value of the Closing Consideration Shares at the time of closing to be paid in “SVS” and “PVS” as determined by Irwin will be based on the volume weighted average closing price of the SVS on the facilities of the CSE or such recognized Canadian or other senior stock exchange on which the SVS are then trading for the twenty trading days immediately prior to the date the applicable clinic satisfies the applicable conditions or such other price as may be mandated by the applicable policies of such exchange. Such payment shall be made on time at the end of the first quarter in 2023. Ketamine Health Center’s management team will remain in place following the acquisition. There are no finder’s fees payable by the Company in connection with the transaction.
The pre-acquisition owners of Ketamine Health Centers will be eligible to receive additional consideration based on certain conditions. If in the first three years after closing, the current Ketamine Health Centers team opens and operates additional clinics (to be branded as Irwin Naturals Emergence clinics) that earn US$150,000 in EBITDA on a per clinic basis, on an annualized basis over a 150 day rolling period, the members of Ketamine Health Centers shall earn US$250,000 in additional consideration to be paid in SVS and PVS. Such additional consideration is limited to a maximum of 10 additional clinics, and each clinic can only earn the additional consideration one time. Accordingly, up to an additional US$2,500,000 of SVS may be issuable. The value of Irwin shares that may be issued for the above mentioned additional consideration will be based on the volume weighted average closing price of the SVS on the facilities of the CSE or such recognized Canadian or other senior stock exchange on which the SVS are then trading for the twenty trading days immediately prior to the date the applicable clinic satisfies the applicable conditions or such other price as may be mandated by the applicable policies of such exchange.
About Irwin Naturals
Irwin Naturals Inc. is a household name and best-in-class herbal supplement formulator since 1994 that is leveraging its brand to enter the cannabis and psychedelic industries. On a mission to heal the world with plant medicine, Irwin has operated profitably for over 27 years2. Irwin’s growing portfolio of herbal products are available in more than 100,000 retail doors across North America, where nearly 100 million people know the Irwin Naturals brand3. In 2018, the Company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products into the mass market. The Company is now leveraging its famous halo of brand trust to become one of the first household name brands to offer THC-based products and psychedelic mental health treatment.
For investor-related information about the Company, please visit ir.irwinnaturals.com/
To contact the Company’s Investor Relations department, please call toll-free at (800) 883-4851 or send an email to Investors@IrwinNaturals.com.
About Ketamine Health Centers
Ketamine Health Centers is the only full-service health center in Florida fully dedicated to ketamine infusion therapy via joint expertise of board-certified anesthesiologist, Dr. Raul Cruz, and psychiatrist, Dr. Juan Oms, and our COO Dennis Diaz, CRNA. Headquartered in Miami, Florida, the practice is committed to delivering long-term solutions that incorporate ketamine infusions with a holistic approach. The collective knowledge and medical excellence of Ketamine Health Centers’ elite team have generated programs to serve those suffering from mental health and chronic pain, offering a plan that supports their well-being and steps toward recovery. The goal is to use ketamine to help patients regain a balance between the mind, body, and spirit. For more information, visit www.ketaminehealthcenters.com.
