Avisa Pharma, Inc. entered into a letter of intent to acquire FogChain Corp. (CNSX:FOG.X) in a reverse merger transaction for CAD 36 million on January 12, 2021. Avisa Pharma, Inc. entered into an agreement and plan of merger acquire FogChain Corp. (CNSX:FOG.X) in a reverse merger transaction for CAD 36.1 million on February 1, 2021. Pursuant to the transaction, all of the issued and outstanding common stock in the capital of Avisa will be exchanged for common shares in the capital of Fogchain Corp. Immediately prior to the completion of the transaction, it is a condition that the Company consolidate its issued and outstanding share capital on the basis of 15 pre-consolidation Fogchain shares for one post consolidation Fogchain share. Upon completion, the current shareholders of the Fogchain Corp. will retain approximately 10% of the issued and outstanding share capital of the resulting Issuer on a fully diluted basis. The transaction will result in Avisa becoming a wholly owned subsidiary of Fogchain. Upon successful completion of the Transaction, the resulting company will continue the business of Avisa and will change its name to “Avisa Diagnostics Inc.”. Effective on the closing of the transaction it is anticipated that the current members of the board of directors of Fogchain and the current management of Fogchain will resign. With respect of the Board, the current members will upon completion of the transaction be replaced by nominees to the Board appointed by Avisa and the existing management team of Avisa will replace the current management of Fogchain. The management and Board of Directors of the Resulting Issuer will include will consist of 4 members of David S. Joseph – President, Chief Executive Officer, Co-Founder and Director; Matthew Culler – Vice President, Finance; Brian Birk – Director; William Miller – Director. Completion of the transaction is subject to execution of the Definitive Agreement, completion of mutually satisfactory due diligence; and receipt of all required regulatory, corporate and third-party approvals, stock exchange or governmental authorizations, including the approval of the CSE and the shareholders of Fogchain and Avisa, consummation of private placement and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the transaction. The Transaction is expected to close in the first quarter of 2021, or otherwise as FogChain and Avisa may agree. Raj Dewan of McMillan LLP acted as legal advisor for Avisa. Avisa Pharma, Inc. completed the acquisition of FogChain Corp. (CNSX:FOG.X) in a reverse merger transaction on April 20, 2021.