Element Nutritional Sciences Inc. (Formerly PJ1 Capital Corp.) Acquires Element Nutrition Inc. and Hammock Pharmaceuticals, Inc.
- Element Nutrition is a Burlington, Ontario-based nutraceutical company with exclusive access to a patented formulation (RejuvenateTM) demonstrated through 25+ clinical trials, to help prevent muscle loss due to aging (Sarcopenia).
- Sarcopenia is an underserved market, expected to reach US$1.3 billion in annual revenue by 20251.
- Element Nutrition already has 9,000 points of distribution for Rejuvenate (11,000 points of distribution by end of Oct-2020) with well-known U.S. retailers such as CVS and Walmart, and Canadian retailers such as Loblaw, Shoppers Drug Mart and Rexall.
- Hammock Consumer is a Charlotte, North Carolina-based consumer health company. Its lead product, Athletes GelTM, is an all-natural, topical analgesic that includes three FDA approved ingredients and is specifically designed for fast-acting and long-lasting pain relief.
- The growing topical pain market is estimated to be over US$1 billion dollars in 2020.
VANCOUVER, BC, Sept. 2, 2020 /CNW/ - Element Nutritional Sciences Inc., a private company, today announced that it has acquired Element Nutrition Inc. ("Element Nutrition") and Hammock Pharmaceuticals, Inc. ("Hammock Consumer"), and changed its name from PJ1 Capital Corp. to Element Nutritional Sciences Inc. (the "Company" or the "Resulting Issuer"). Further details of the acquisitions are contained in the section "Business Combination".
Element Nutrition
Element Nutrition is an innovative, research driven Canadian nutraceutical company specializing in the development of science-based products for the Global Consumer Packaged Goods ("CPG") market, with a portfolio focused specifically on men and women over the age of 50.
Element Nutrition's lead product, Rejuvenate is a proprietary, patented formulation that has clinically proven efficacy in helping prevent muscle loss due to Sarcopenia (muscle loss due to aging). Rejuvenate comes in pouches and the powder can be mixed with regular water. The Company will have Rejuvenate ready-to-drink available for purchase in the fall of 2020. Rejuvenate ready-to-drink offers 15 grams of organic plant protein in a 330ml tetra pak. It is sugar free, gluten free, dairy free and free of artificial sweeteners and colors.
Rejuvenate is already being sold through 9,000 points of distribution. Element Nutrition has received additional shelf space commitments for Rejuvenate, which will expand availability to a total of approximately 11,000 points of distribution by the end of October 2020. The Company currently has agreements with U.S. retailers such as: CVS Health Corporation and Walmart Inc.; and Canadian retailers such as: Loblaw Companies Limited, Shoppers Drug Mart Corporation, and Rexall Pharmacy Group.
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Element Nutrition has been built to scale efficiently and quickly, with established warehousing and infrastructure to enable seamless North America-wide distribution, and an operating e-commerce platform that guarantees shipment to 98% of the U.S. population within two business days.
Element Nutrition's portfolio also includes: JAKTRX, an elite brand of performance supplements.
Stuart Lowther, MSc., BSc. – Chairman and CEO of Element Nutrition
Element Nutrition was founded in Burlington, Ontario in 2015 by Stuart Lowther, a two-time nominee for Ernst & Young Entrepreneur of the Year and an experienced nutraceutical executive, with a proven track record of creating value for shareholders. Prior to founding Element Nutrition, Mr. Lowther was the founder, President and CEO of Life Science Nutritionals ("LSN"), which was consistently listed among Canada's fastest growing companies until its sale to Santa Cruz Nutritionals in 2015. Prior to LSN, he was International Sales Manager for Jamieson Laboratories, where his efforts resulted in an increase in revenue of greater than 14 times over a two-year period until the company's sale in 2014 to a U.S.-based private equity firm. Mr. Lowther was also an executive at IOVATE Health Sciences, where he played a key role in growing the business from $40 million in revenue to over $200 million annually.
Mr. Lowther's team is comprised of seasoned executives that bring experience growing and managing well-known CPG and nutraceutical brands.
Hammock Consumer
Hammock Consumer was formed to bring unique, safe and effective consumer health products to the U.S. and Canadian markets. Hammock Consumer's lead product, Athletes GelTM, was launched in January 2020. The company continues to build its U.S. distribution network through retail and wholesale channels. In addition, Hammock Consumer has a proprietary e-commerce platform for direct to consumer distribution. Hammock Consumer continues to develop pipeline products that will provide superior treatment options to consumers and healthcare providers, while pursuing product acquisition opportunities to further advance the company's portfolio.
William Maichle – CEO of Hammock Consumer
William Maichle is the founder, CEO and President of Hammock Consumer, which was founded in North Carolina in February 2016. Mr. Maichle is an accomplished healthcare industry executive with 24 years of experience in product development, mergers & acquisitions, licensing, sales & marketing, and commercial operations. His career includes Chief Operating Officer at ProEthic Pharmaceuticals, and its successor company, Kowa Pharmaceuticals America, Inc. Mr. Maichle held the positions of CEO, Nautilus Neurosciences and President, Tribute Pharmaceuticals US (both of which were sold to publicly traded companies) prior to founding Hammock in 2016. Mr. Maichle has held numerous board and advisory board positions in the healthcare sector.
Management Commentary
Stuart Lowther, Chairman and CEO of Element Nutrition commented, "In a rapidly growing market already worth over $1 billion1 annually, there are limited offerings available to men and women over the age of 50 to directly counteract natural muscle loss due to aging. With exclusive access to the only formulation that has been proven through 25+ clinical trials to rebuild, restore and rejuvenate muscle tissue, Element Nutrition is stepping into that gap. Our team has already established a robust ecommerce platform and secured 11,000 points of distribution across the U.S. and Canada for October 2020. We are also engaged in active discussions to enter target jurisdictions in Europe and Asia."
Mr. Lowther added, "With a track record of building valuable brands from start-up to sale and driving profitable growth at some of the most recognizable CPG, wellness and nutraceutical companies globally, we have the right senior management team to create shareholder value as we build Element Nutrition into a leader in the global consumer packaged goods market."
William Maichle, CEO of Hammock Consumer commented, "We are excited about Element Nutrition and Hammock Consumer joining forces. The Element Nutrition team have a great track record in consumer health, and we look forward to bringing additional depth to the combined Company."
Business Combination
The Company acquired Element Nutrition and Hammock Consumer effective August 31, 2020 pursuant to: (i) a share exchange agreement (the "Element Share Exchange Agreement") under which the Company acquired all of the issued and outstanding shares of Element in consideration of the issuance of 24,375,000 common shares to the former shareholders of Element Nutrition; and (ii) a merger agreement (the "Hammock Consumer Merger Agreement") under which the Company acquired all of the issued and outstanding shares of Hammock Consumer in consideration of the issuance of 9,375,000 common shares to the former shareholders of Hammock Consumer. As part of the Element Share Exchange Agreement and the Hammock Consumer Merger Agreement, the Company reserved for issuance an aggregate of 24,000,000 management performance warrants (the "Management Performance Warrants"). Each of the Element Share Exchange Agreement and the Hammock Consumer Merger Agreement contains voluntary lock-up provisions that apply to the former shareholders of Element Nutrition and Hammock Consumer.
Capitalization of the Resulting Issuer
The Company has outstanding 55,983,162 common shares, 24,000,000 Management Performance Warrants each of which is exercisable at C$0.30 until August 31, 2025 in the event certain performance targets are met and 1,333,300 options each of which is exercisable at $0.30 until August 31, 2025.
About the Company
The Company commenced operations in June 2020 with the objective of completing the acquisition of Element Nutrition and Hammock Consumer.
About Element Nutrition Inc.
Element Nutrition is an innovative, research driven Canadian nutraceutical company specializing in the development of science-based products for the Global Consumer Packaged Goods ("CPG") market, with a portfolio focused specifically on men and women over the age of 50. Element Nutrition's lead product, Rejuvenate, is a proprietary formulation that is clinically proven to assist in the rebuilding, restoration and rejuvenation of natural loss of muscle mass due to aging or other medical conditions. Element Nutrition also offers JAKTRX, an elite brand of performance supplements. Element Nutrition was founded in 2015 and is located in Burlington, Ontario.
More information about Rejuvenate can be found at: www.rejuvenatemuscle.com
About Hammock Pharmaceuticals, Inc.
Hammock Consumer is a consumer-focused healthcare company located in Charlotte, North Carolina. The company is dedicated to finding and providing topical, non-allergenic, natural-based solutions to treat a variety of skincare needs. Due to health education and rising prescription costs, consumers are increasingly taking control of their healthcare decisions. Hammock Consumer endeavors to meet consumer demands by offering a variety of over-the-counter products via e-commerce, in select markets, and on a national retail basis.
More information about Athletes GelTM can be found at: https://athletesgel.us
Forward Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward looking statements relate, among other things, to: internal expectations; expectations of the industry in which the Company's products will be marketed and sold; the safety and efficacy of the Company's consumer health and nutraceutical products; expectations for future capacity, costs and opportunities; warehousing, distribution and delivery logistics for the Company's products; anticipated synergies resulting from the completion of the Business Combination; the effect of the transaction on the merged companies and their strategy going forward; and forecasts with respect to the size of the muscle loss and topical pain markets in the United States and Canada.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; expectations regarding the size of the United States and Canadian health, nutraceutical and wellness markets and changing consumer habits; the viability of the Company's products; availability of distribution channels for the Company's product offerings; the ability of the Company to successfully achieve its business objectives; plans for expansion; successful development of the Company's proposed products; the presence of laws and regulations that may impose restrictions or recalls on the sale of the Company's products in the United States and Canada; customer and distributor relations; fluctuations in securities markets; and the inability of the Company to obtain adequate insurance to cover risks and hazards. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Element Nutritional Sciences Inc.
For the Company and Element Nutrition Inc., Stuart Lowther, Chairman, CEO and President, [email protected], 289-348-1970 ext. 201; For Hammock Pharmaceuticals, Inc., William Maichle, CEO, [email protected], 704-685-1185
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