Toronto-based PharmaDrug, a specialty pharmaceutical company focused on the development and commercialization of natural medicines, announced it has signed a definitive securities exchange agreement with Canurta and its limited partners, the parent entity of Canurta. The deal marks a significant step in PharmaDrug’s strategy to advance its biotechnology footprint through innovative botanical therapeutics.
Under the terms of the agreement, PharmaDrug will acquire up to a 40% equity interest in Canurta Inc. in two tranches through the issuance of a total of 83,645,316 PharmaDrug common shares. The deemed price per share will be determined based on the 20-day volume-weighted average price immediately before each closing.
At the first closing, expected around November 10, 2025, PharmaDrug will issue 25,980,000 shares in exchange for 8,109,987 limited partner units of Canurta, representing 20% of the outstanding LP Units. The second closing, scheduled on or before January 31, 2026, will see PharmaDrug issue 57,665,316 shares for 8,191,495 LP Units, representing another 20% interest. Completion of the second tranche is subject to shareholder approval under Canadian Securities Exchange policies.
PharmaDrug plans to hold a shareholder meeting in early January 2026 to approve the issuance of shares related to the second tranche. Upon completion of both tranches, PharmaDrug will own 40% of Canurta, while Canurta will hold about 44% of PharmaDrug’s issued and outstanding shares on a pro forma basis. The transaction is being conducted on an arm ’s-length basis, and no finder’s fees will be paid.
The definitive agreement includes customary representations, warranties, and a recission right that allows Canurta’s limited partners to reverse the transfer of LP Units if certain milestones are not achieved within set timelines. Any corresponding PharmaDrug shares would then be returned to the treasury for cancellation. This recission right will expire no later than March 1, 2026.
As part of the transaction, Canurta will also advance $85,000 to PharmaDrug at each closing in the form of a forgivable promissory note bearing interest at 12% per annum to support working capital. The completion of the deal remains subject to customary conditions, including shareholder, regulatory, and CSE approvals.
Canurta Inc., a biotechnology company specializing in botanical therapeutics for inflammatory and neurodegenerative diseases, leverages its proprietary Polykye platform to develop rare bioactive botanical ingredients and multi-target formulations. Its lead drug candidate, CNR-401, is advancing toward Phase 2 clinical trials for Amyotrophic Lateral Sclerosis (ALS) with a strategy to integrate real-world evidence for global regulatory acceleration.
KEY QUOTES:
“Executing the Definitive Agreement with Canurta represents a major milestone in our strategy to expand PharmaDrug’s biotechnology footprint through innovative botanical drug development. This partnership enhances our clinical pipeline and supports our long-term growth objectives.”
Dr. David Kideckel, Executive Chairman of PharmaDrug
“This agreement formalizes our collaboration with PharmaDrug to advance CNR-401 and other pipeline assets. We look forward to leveraging PharmaDrug’s public market platform to scale Canurta’s research and deliver value for patients and shareholders.”
Akeem Gardner, Founder and CEO of Canurta
