Vitalist Inc. Announces Closing of Acquisition of Somatix and Appointment of Chief Science Officer and Chief Revenue Officer
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, April 30, 2026 (GLOBE NEWSWIRE) -- Vitalist Inc. (TSX-V:VITA.V; OTCQB:VTLSF) ( "Vitalist "), a dynamic global smartwatch company known for its strategic partnerships with global brands, is pleased to announce that, further to its news release dated March 31, 2026, it has successfully completed the acquisition (the "Transaction ") of Somatix, Inc. ( "Somatix "), a leader in AI-powered remote patient monitoring.
Transaction Highlights:
- Strategic Expansion: Vitalist has entered the high-growth medical wearables and remote patient monitoring sectors.
- Consideration: Vitalist issued 15,581,854 common shares (the "Consideration Shares ") to the Somatix stockholders, inclusive of the financial advisory fees noted below, in exchange for 100% of the common stock of Somatix. The Consideration Shares were issued for aggregate deemed consideration of CA$12.3 million. Immediately following closing, the former Somatix stockholders held approximately 23.24% of the issued and outstanding common shares of Vitalist.
- Net Capital: At closing, Somatix had net capital of approximately US$3.3 million.
- Funding Commitment: Vitalist intends to allocate not less than US$1.5 million over the next 12 months to the development of its newly-acquired medical sector platform.
"This acquisition represents a transformative step for Vitalist, not only allowing us to enter the medical space, but also providing VitalOS™ with key health and wellness features that brands can utilize on their wearable devices, " said Kalvie Legat, CEO and Director of Vitalist. "Somatix brings not only a pipeline of healthcare providers, and valuable intellectual property around powerful health and wellness algorithms, but also a proven leadership team. We are thrilled to welcome Dr. Charles Herman to join Vitalist as Chief Science Officer. Furthermore, we are excited to welcome Nick Padula as Chief Revenue Officer of Vitalist. Their collective expertise will be instrumental as we integrate Somatix 's technology and accelerate our commercialization roadmap. "
"Joining forces with Vitalist is a natural evolution for Somatix and a win for our patients and partners, " said Dr. Charles Herman, CEO of Somatix. "By integrating our passive gesture detection technology into the VitalOS ecosystem, we can scale our remote patient monitoring capabilities to a global audience. Vitalist’s expertise in the physical hardware and smartwatch business is the missing piece of the puzzle for us. I look forward to contributing as Chief Science Officer as we define the next generation of wearable health solutions. "
Additional Transaction Details
The Transaction was structured as a merger of Somatix and Vitalist US, Inc. under the laws of the State of Delaware, with Somatix surviving as a wholly owned subsidiary of Vitalist. The Transaction is an arm 's length transaction and does not constitute a reverse takeover of or change of business for Vitalist under the policies of the TSX Venture Exchange.
The Consideration Shares were issued at a deemed price of CA$0.79 per share, representing the volume-weighted average trading price of the common shares of Vitalist on the TSX Venture Exchange for the 90-day period ended March 30, 2026.
A total of 12.5% of the Consideration Shares have been deposited into escrow with Endeavor Trust Corporation for a period of 18 months to secure certain indemnification obligations of the former Somatix stockholders.
Additionally, certain former significant Somatix stockholders have entered into lock-up agreements with Vitalist restricting the resale of their Consideration Shares, with 25% to be released after 12 months, 25% after 18 months, and the remaining 50% after 24 months, in each case following closing. All Consideration Shares are also subject to statutory hold periods in Canada and the United States under applicable securities laws.
Financial Advisors
Kingswood Capital Partners, LLC ( "Kingswood ") acted as financial advisor to Somatix, and was paid a financial advisory fee consisting of US$100,000 in cash and 87,812 common shares of Vitalist issued at a deemed price of CA$0.79 per share. Kier Advisory Services acted as financial advisor to Vitalist.
Leadership and Governance
Dr. Charles Herman has been appointed as Chief Science Officer of Vitalist and will continue to serve as CEO of Somatix. Nick Padula has been appointed President of Somatix and Chief Revenue Officer of Vitalist and Somatix. The former Somatix stockholders maintain the right to designate one individual for appointment to the board of directors of Vitalist prior to the next annual meeting of shareholders and to have two individuals nominated for election at the next annual meeting of shareholders.
Approval and Governance
The Transaction is an arm’s length deal. No new "Control Person " was created as a result of the Transaction.
Debenture Amendment
Vitalist and certain of its creditors have entered a fourth debenture amendment agreement, effective April 1, 2026. Under the terms of the amendment, the maturity date for Vitalist 's outstanding secured debentures has been extended by twelve months, to July 1, 2028. Additionally, the parties agreed to a 12-month extension of the penalty timeline, stipulating that the 20% principal penalty premium will now only apply to the unpaid principal balance on July 1, 2027. The amendment also confirms and extends the interest-free provision, ensuring that the outstanding principal balance, which includes previously crystallized interest, will continue to bear no interest through the newly extended maturity date. All other terms and conditions remain in full force and effect.
Employee Stock Options
Vitalist has granted options to purchase an aggregate of 1,590,000 common shares (the "Options ") to certain key employees and contractors under its 2024 omnibus equity incentive plan. The Options have an exercise price of $0.79, vest over a 24 month period, and expire on April 30, 2031. All Options are subject to the terms of the applicable grant agreements and the requirements of the TSX Venture Exchange.
Early Warning Disclosure
This portion of the news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, pursuant to which The John Hantz Trust of February 4th 1992, as amended and restated on March 30, 2020, as may be further amended (the "John Hantz Trust "), will file an early warning report in connection with the closing of the Transaction. The early warning report will be available under Vitalist 's SEDAR+ profile at www.sedarplus.ca.
Pursuant to the Transaction, Vitalist issued an aggregate of 10,319,985 common shares (the "Acquired Shares ") to the John Hantz Trust and Hantz Family Tradition VII, LLC ( "Hantz LLC "), an affiliate of the John Hantz Trust deemed to be acting jointly or in concert with the John Hantz Trust pursuant to applicable securities laws (collectively, the "Acquirors "), at a deemed price of CA$0.79 per share, representing an aggregate deemed consideration of CA$8.1 million.
Prior to the Transaction, the Acquirors did not own or control any securities of Vitalist. Upon completion of the Transaction, the John Hantz Trust acquired ownership and control over 8,151,715 common shares and Hantz LLC acquired ownership and control over 2,168,270 common shares, collectively representing approximately 15.48% of the issued and outstanding common shares of Vitalist.
The Acquired Shares were issued to the Acquirors pursuant to the Transaction. The Acquirors may, from time to time, take such actions in respect of their holdings of securities of Vitalist, as they may deem appropriate, in light of the circumstances then existing, including the purchase of additional common shares or other securities of Vitalist or the disposition of all or a portion of their shareholdings in Vitalist, subject in each case to applicable securities laws and the terms of such securities. The Acquirors may also, from time to time, increase or decrease their ownership, control or direction over securities of Vitalist held by them, through market transactions, private agreements or otherwise, depending on market conditions, the business and prospects of Vitalist and other relevant factors.
The early warning report will be filed by the John Hantz Trust in accordance with applicable securities laws and will be available under Vitalist 's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact the John Hantz Trust, 2007 Hazel St., Birmingham, Michigan 48009, USA, attention: Brooke Popadich, +1 (248) 304-2855 ext. 1121.
The head office of the John Hantz Trust is 2007 Hazel St., Birmingham, Michigan 48009, USA.
About Somatix Inc.
Somatix is a medical technology company specializing in AI-powered remote patient monitoring. Its SafeBeing™ platform uses patented algorithms to analyze activities of daily living in real-time, including medication adherence, fluid intake, and fall detection, primarily serving the elderly care and chronic disease management markets. For the fiscal year ended December 31, 2025, Somatix reported revenues of approximately US$0.11 million, a net loss of approximately US$3.05 million, and total assets of approximately US$2.33 million.
About Vitalist Inc.
Vitalist Inc. is an innovative technology provider that helps brands build better products. Through VitalOS™, brands create seamlessly connected devices and applications that adapt to each user. By uniting hardware and software with intelligent analytics, we 're building an ecosystem of personalized solutions that enhance human potential.
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Press Contact
Kalvie Legat, CEO
+1 403 560-9635
ir@vitalist.ca
Walter Frank
IMS Investor Relations
+1 (203) 972-9200
vitalist@imsinvestorrelations.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities described in the press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of applicable United States securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words "anticipates ", "believes ", "expects ", "intends ", "plans ", "will ", "would ", "potential ", and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release includes forward-looking information with respect to: the integration of Somatix 's AI-powered analytics into the VitalOS™ platform; Vitalist 's ability to scale remote patient monitoring capabilities globally; the expected strategic and financial benefits and synergies resulting from the Transaction; Vitalist 's commitment to allocate US$1.5 million to the medical sector platform over the next 12 months; and the future appointment or election of a nominee of the former Somatix stockholders to Vitalist 's board of directors.
Although Vitalist believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Vitalist cannot give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. A detailed description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Vitalist’s most recent management’s discussion and analysis on the SEDAR+ website at www.sedarplus.ca.
Although Vitalist has attempted to identify in its public disclosure important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the risk factors in its public disclosure may not be exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of Vitalist as of the date of this press release and, accordingly, is subject to change after such date. However, Vitalist expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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