Cannabix Technologies and Omega Laboratories
Inc. enter Strategic Partnership to Commercialize Marijuana
Breathalyzer Technology
Vancouver, British Columbia, Canada -- May 16, 2024 -- InvestorsHub
NewsWire -- Cannabix Technologies Inc. (CSE:
BLO) (OTC
PINK: BLOZF) (Frankfurt: 8CT) (the "Company" or "Cannabix")
reports that it has entered into a strategic partnership and
development agreement dated May 15, 2024 (the "Agreement") with
Omega Laboratories Inc of Ohio, USA ("Omega Laboratories" or
"Omega"). The Agreement provides a pathway for commercialization of
Cannabix's marijuana breathalyzer technology.
Omega
Laboratories is an international industry leader in forensic drugs
of abuse testing for over twenty years. Omega has multiple federal
as well as international certifications and accreditations for its
world class facility and has extensive experience in novel
technology for detection of drugs of abuse.
Pursuant to the Agreement, Cannabix and Omega Laboratories
(together, the "Parties") have agreed to, among other things,
complete research and development, refine and expand the use of
Cannabix's technology to meet existing and emerging needs of
Omega's clients, contemplate manufacturing and distribution and
introduce the delta9 THC breath testing technology to customers in
North America.
Highlights:
-
Cannabix and Omega have entered into the Agreement for the purpose
of facilitating an pathway for commercialization of Cannabix's
innovative technology.
-
Omega will be the exclusive laboratory in North America to process
and analyze Cannabix delta9 THC breath sample cartridges in
conjunction with its Breath Collection Unit and Mass Spectrometer
Breath Sampler technology (the "Cannabix Hardware") for five (5)
years.
-
The Agreement contemplates critical steps to further Cannabix's
technology from the research and development stage to
commercialization.
-
Pursuant to the Agreement, the Parties agreed to key milestones
that will provide mutual benefits to each of Cannabix and Omega
including validation of results, publication of validation results
to industry journals, and enter into potential large-scale studies,
and testing agreements with Omega's clients.
-
The Agreement contemplates hardware licence fees, revenues, future
manufacturing, distribution arrangements, carve outs and leaves the
door open for additional agreements in other global
jurisdictions.
-
Omega will become a shareholder of Cannabix (as more particularly
described below) and, pursuant to the Agreement, Omega was granted
the right to appoint a director to the Company's board of
directors, subject to certain conditions including, but not limited
to, the Board Right Threshold (as defined below).
Omega
Laboratories is headquartered in Ohio, USA in a
state-of-the-art facility providing drugs of abuse testing to over
6,000 clients worldwide, including several Fortune 500 companies
police and highway patrols, several court systems, military
organizations, and school systems. Omega also has one of the
largest Third-Party Administrator (TPA) client lists in
America.
Bill
Corl, CEO of Omega Laboratories, stated, "Our partnership with
Cannabix Technologies underscores our commitment to staying at the
forefront of advancements in drug testing technology. By
incorporating their groundbreaking THC breathalyzer technology, we
are poised to enhance the accuracy, efficiency, and accessibility
of cannabis testing."
Rav
Mlait, CEO of Cannabix stated, "This strategic partnership and
development agreement with Omega Laboratories is a major inflection
point for Cannabix Technologies. Cannabix, as an early-stage
company, has been focused on technological innovation in breath
analysis and we are truly excited to be working alongside Omega.
Omega has tremendous people, expertise and capabilities in drug
testing, regulatory, accreditation and business relationships
globally."
Dr.
Bruce Goldberger, Scientific Advisor to Cannabix, stated, "The
strategic partnership with Omega Laboratories is an important step
towards the adoption of this new and innovative technology in the
workplace and traffic safety sectors."
Agreement Terms
The
Agreement includes an "R&D Phase" and "Commercial Phase" and
"Exclusive Testing" of Cannabix's delta9 THC breath sample
cartridges for drugs for five (5) years within North America,
subject to certain exemptions as set out in the Agreement. The
R&D phase covers key milestone developments where the Parties
will work within Omega's certified laboratories. During the
Commercial Phase of the Agreement, the Parties will determine,
pricing, licensing and other revenue parameters.
As
consideration for the completion of specific milestones by Omega
and to align the interests of both parties, Omega will receive :
(i) 1,000,000 common shares of the Company (each, a "Common
Share"), which will be issued by the Company to Omega in
conjunction with the execution of the Agreement; and (ii) an
aggregate of 11,000,000 special warrants (the "Special Warrants")
of the Company that will vest and automatically convert into Common
Shares (each, a "Special Warrant Share") upon the occurrence of
specific milestones as set out in the Agreement and summarized as
follows:
R&D Phase
-
3,000,000 of the Special Warrants will convert into Special Warrant
Shares upon Omega completing a Validation Packet for Cannabix
Hardware under forensic testing validation requirements. Omega will
have six (6) months from the date of the Agreement to complete and
certify a Validation Packet of Cannabix Hardware;
-
2,000,000 of the Special Warrants will convert into Special Warrant
Shares upon Omega successfully converting the Validation Packet
data into a white paper for publishing in peer reviewed journal and
the submission of a formal proposal to use Cannabix Hardware in a
prominent study. Omega will have twelve (12) months from the date
of the Agreement to complete this milestone; and
-
2,000,000 of the Special Warrants will convert into Special Warrant
Shares upon Omega successfully achieving detection of a panel of
drugs ("Drug Panel") using existing or enhanced Cannabix Hardware.
Achieving a Drug Panel would entail establishing that the Cannabix
Hardware could detect multiple drug species in breath in addition
to delta9 THC.
Commercial Phase
-
Subject to the achievement of the "R&D Phase" milestones: (i)
2,000,000 of the Special Warrants will convert into Special Warrant
Shares upon Omega entering into a commercial testing agreement (a
"Testing Agreement") with three (3) of its clients for employee
drug testing; and (ii) 2,000,000 of the Special Warrants will
convert into Special Warrant Shares upon Omega entering into a
Testing Agreement with three (3) law enforcement organizations
(being either state, civic or municipal police agencies).
The
Special Warrants expire on the date that is five (5) years from the
date of execution of the Agreement. All securities issuances
described herein remain subject to the approval of the Canadian
Securities Exchange (the "CSE"), if necessary. All securities
issued pursuant to the Agreement are subject to a four-month plus
one day hold period.
Manufacturing, Distribution, Intellectual Property and
Other Terms
-
During the Commercial Phase, the Parties have agreed that they will
negotiate to enter into a distribution agreement with Omega for the
North American distribution of Cannabix Hardware.
-
During the Commercial Phase, the Parties may negotiate to enter
into a manufacturing and/or license agreement whereby Omega would
manage the manufacturing of the Cannabix Hardware.
-
For so long as Omega holds at least 3,000,000 Common Shares, Omega
will have the right to appoint one person to the board of directors
(the "Board Right Threshold").
-
Omega will have a right of first refusal for a period of two (2)
years after the date of the Agreement to participate in future
equity private placements conducted by the Company.
-
Under the Agreement, Cannabix will retain interest to all developed
and background intellectual property.
About Omega Laboratories, Inc.
Omega
Laboratories, headquartered in Mogadore, Ohio with additional
state-of-the-art facilities in Ontario and British Columbia, Canada
provides laboratory-based advanced testing solutions to over 6,000
clients worldwide. Omega Laboratories has over 22 years of
experience in pioneering innovative drug testing methodologies,
specializing in the detection of drugs of abuse utilizing Hair,
Oral Fluid and Urine. Omega continues to innovate with the launch
of their Technical Solutions portfolio that incorporates a
paperless Custody & Control Form system (CCF) in eight
languages, licensure of a Laboratory Information Management System
(LIMS) designed specifically for Toxicology and powers new
laboratories in countries that have demand for local service
providers.
About Cannabix Technologies Inc.
Cannabix Technologies Inc. is a developer of marijuana and alcohol
breathalyzer technologies for law enforcement, workplaces and
laboratories. Cannabix is developing delta-9 THC and alcohol
screening devices. Delta-9 THC is the psychoactive component of
marijuana that causes impairment. Breath testing for delta-9 THC
would allow employers and law enforcement to identify recent
marijuana use. Cannabix is the developer of its Breath Logix
Series of breath alcohol detection devices for employers and a
range of other settings.
We seek
Safe Harbor.
On behalf of the Board of Directors
"Rav
Mlait"
CEO
Cannabix
Technologies Inc.
For
further information, contact the Company at info@cannabixtechnologies.com
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains certain "forward-looking statements"
within the meaning of such statements under applicable securities
law. Forward-looking statements are frequently characterized by
words such as "anticipates," "plan," "continue," "expect,"
"project," "intend," "believe," "anticipate," "estimate," "may,"
"will," "potential," "proposed," "positioned" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking statements in this news release
include, but are not limited to, statements relating to: the
achievement of any or all of the goals and aims of the Agreement;
the achievement of the milestone developments and perceived
benefits of the Agreement described in this news release; final
development of a commercial or prototype product(s); the successful
trial or pilot of company technologies; the commercialization of
the Company's products; the negotiation and potential entry into
additional agreements with Omega; and the completion of future
financings. There are numerous risks and uncertainties that could
cause actual results and the Company's plans and objectives to
differ materially from those expressed in the forward-looking
information. Important factors that could cause actual results to
differ materially from those expressed in the forward-looking
information include (but are note limited to): adverse market
conditions; risks regarding protection of proprietary technology;
the ability of the Company to complete future financings; the
ability of the Company to develop and market its future product;
risks regarding government regulation, managing and maintaining
growth, the effect of adverse publicity, litigation, competition;
that Omega may not complete all or any of the milestones as
contemplated in the Agreement; that the CSE may not approve the
issuance of the securities; that the Company's development of
breathalyzer technology will provide any benefit to the Company;
there is no assurance that any proposed new products will be built,
will be successful in beta testing or clinical trials; there is no
assurance that the Company will enter into any partnerships to
advance any of its corporate initiatives or technologies; there is
no assurance that any "patent pending" or "provisional patents"
technologies licensed by the Company or owned by the Company will
receive patent status by regulatory authorities; the Company is not
currently selling commercial breathalyzers and there is no
assurance that the Company ever will; and other factors beyond the
control of the Company. Actual results and future events could
differ materially from those anticipated in such information. These
and all subsequent written and oral forward-looking information are
based on estimates and opinions of management on the dates they are
made and are expressly qualified in their entirety by this notice.
Except as required by law, the Company does not intend to update
these forward-looking statements.
The CSE
has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.
501-3292
Production Way, Burnaby, B.C., V5A 4R4
Phone: (604) 551-7831 Fax:
604-676-2767
info@cannabixtechnologies.com
cannabixtechnologies.com
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