PureK Holdings Corp‎., along with its majority-owned CBD subsidiary company, PureKana LLC, has entered into a binding letter of intent with DTC Brands, LLC, to acquire No B.S. Skincare.

WHO: No B.S. Skincare was founded to provide consumers an all-natural and environmentally friendly alternative to the excesses of the beauty industry. The company’s products are made with potent, plant-based, and scientifically proven natural ingredients and—unlike other skincare solutions—with absolutely no harmful chemicals like parabens, sulfates, or phthalates, and no synthetic fragrances.

PureK Holdings Corp. indirectly owns a 50.1% ‎equity interest in PureKana. PureKana is recognized as a Top 10 CBD brand in the United States and has operated a ‎profitable direct-to-consumer online business since its inception in 2017. Its product lineup includes high -quality CBD that can be consumed in the form of tinctures, capsules, topicals, patches, and gummies. PureKana’s brand and direct-to-consumer marketing expertise has helped to establish ‎PureKana as one of the leading online CBD brands in the United States. The online presence is now being expanded into broader retail outlets, as well as into additional countries.

WHY: Key focuses of growth for PureK Holdings Corp. are in the skincare and pet categories, global market entries, and omnichannel expansion. With the addition of No B.S. Skincare to its portfolio, PureK Holdings Corp. is positioned to capitalize on what is expected to be strong growth in both the global skincare and beauty markets and in the CBD consumer products market.

IN THEIR OWN WORDS: “We are thrilled about joining forces with PureK and leveraging the synergies to catapult the No B.S. business to the next level, while extending our mission to serve consumers with radically clean products that deliver powerful results,” said Diana Briceno, CEO of No B.S. Skincare.

“No B.S. Skincare’s unique approach to its portfolio is a perfect fit to fuel PureK Holdings’ holistic wellness growth strategy,” said Kathy Casey, CEO of PureK Holdings Corp. “We see synergies in our joint mission to democratize plant-based wellness through the powerful combination of nature and science. Their extremely talented team will indeed expand our expertise and capability.”

DETAILS:

• PureK Holdings Corp. and its PureKana subsidiary will acquire all of the issued and outstanding membership units of No B.S. Life, LLC, with 65% of the purchase price to be paid by PureK Holdings Corp. and 35% to be paid by PureKana, with resulting proportional ownership interests.
• PureK Holdings Corp. will issue $4 million payable in unsecured convertible debentures, with 3.25% non-compounding interest, payable in cash or common shares of PureK Holdings Corp. at the discretion of PureK Holdings Corp. on or before 24 months following the date of closing.
• A cash payment of $500,000 will be made within six months of the date of closing. Current members of DTC Brands, LLC will be eligible to receive earnout compensation of $1 million if the company’s revenues and EBITDA equal or exceed $6 million and $360,000, respectively, in fiscal 2021, and/or $2.5 million if the company’s revenues and EBITDA exceed $8 million and $480,000, respectively, in fiscal 2022.
• Other than the issuance of the unsecured convertible debentures noted above, there is no long-term debt being assumed.
• No B.S. Life was backed by incubator and investor Volta Digital.