Braxia Scientific Corp. (CNSX:BRAX) entered into a share purchase agreement to acquire KetaMD, Inc. from a group of shareholders for CAD 6.8 million on August 2, 2022. Holders of KetaMD common stock were issued 42,144,629 Braxia common shares, representing approximately 17.5% of the total issued Braxia common shares on a post-closing basis., approximately 80.6% of the Consideration Shares are subject to a contractual lock-up, with such Consideration Shares being released in 6-month increments until the final release occurring in 18 months. The KetaMD Common Shareholders will potentially also receive up to 21,915,207 Braxia common shares in the event that (A) the market capitalization of Braxia reaches certain sustainable levels during the period ending on the fifth anniversary of the closing of the Transaction and/or (B) KetaMD achieves certain gross income and EBITDA milestones over the three fiscal years following closing of the Transaction. If issued, the Earnout Shares would represent 8.3% of the issued and outstanding Braxia common shares on a post-closing basis. Certain existing noteholders of KetaMD were issued approximately CAD 2.94 million of convertible debentures of Braxia due December 31, 2023 in exchange for the cancellation of the KetaMD notes, which will provide a conversion right into Braxia common shares at the option of the holder and mandatory conversion by Braxia if not converted or repaid prior to the Maturity Date. Holders of the Debentures will be entitled to convert a portion of their holdings into Braxia common shares as follows: 33% of the principal amount may be converted into Braxia common shares at a price equal to the Benchmark Price prior to December 15, 2023; 33% of the principal amount may be converted into Braxia common shares at a price equal to 150% of the Benchmark Price, or CAD 0.15 per share, prior to December 15, 2023; and 34% of the outstanding principal amount may be converted into Braxia common shares at a price equal to 200% of the Benchmark Price, or CAD 0.20 per share, prior to December 15, 2023. The Debentures contain a mandatory cash prepayment obligation in the event Braxia raises CAD 10 million (CAD 12.8747 million) in equity capital prior to the Maturity Date.

Following the Transaction, there are no KetaMD notes outstanding, other than those held by Braxia. The KetaMD Common Shareholders have entered into a voting support arrangement with Braxia pursuant to which they have agreed to support proposed nominees of the board and other shareholder resolutions recommended by the board of Braxia. KetaMD will remain its own standalone brand under the Braxia umbrella and will operate initially in the United States. The obligations of the parties to complete the transactions contemplated by this Agreement are subject to fulfillment of receipt by the parties of all necessary third-party consents and approvals, including from applicable Governmental Authorities, Warren Gumpel and Leann Taylor to enter into written employment agreements, Braxia shall obtain the requisite approval of the KetaMD Noteholders, KetaMD, Inc.'s Board of Directors, majority of the KetaMD, Inc. Shareholders and other conditions.

Warren Gumpel will continue as Chief Executive Officer of KetaMD and Leann Taylor will continue as President and Chief Operating Officer. Both have signed employment agreements. Taylor will join the board of Braxia following the closing. Zappy Zapolin and Kaia Roman will remain with KetaMD as advisors. National Securities Administrators Ltd acted as registrar and transfer agent for Braxia. Dustin Robinson of Mr. Cannabis Law acted as legal advisor to KetaMD.

Braxia Scientific Corp. (CNSX:BRAX) completed the acquisition of KetaMD, Inc. from a group of shareholders on August 2, 2022.