LuxHygenix Inc. entered into a letter of intent to acquire Gstaad Capital Corp. (TSXV:GTD.H) in a reverse merger transaction on November 29, 2021. Under the terms, Gstaad Capital and LuxHygenix will enter a definitive Share Exchange Agreement, whereby the consideration for the acquisition of all outstanding shares of LuxHygenix will be paid for by the issuance of five common shares of Gstaad for each one share of LuxHygenix issued and outstanding. All existing convertible debt of LuxHygenix will be converted into shares of LuxHygenix prior to completion of the transaction. Gstaad has also agreed to issue 5,000,000 performance escrow shares to be issued pro rata to each of the five founding partners based upon their existing interest in LuxHygenix, subject to the financial performance targets. In the event the Performance Targets are not met by LuxHygenix by April 30, 2025, no further Performance Shares will be issued. The TSX-V may require that a portion of the common shares issued to acquire LuxHygenix be subject to escrow or restrictions on resale. Pursuant to the letter of intent, and in connection with the Transaction, Gstaad will complete a brokered private placement on closing to raise a minimum of CAD 6,600,000 at a price to be determined by the Company and LuxHygenix. Upon successful completion of the transaction, it is anticipated that the Company will be listed as a Tier 2 Technology issuer on the TSX Venture Exchange under a name to be agreed between the Gstaad Capital and LuxHygenix, and will continue the existing business of LuxHygenix.

At the Closing, it is anticipated that the board of directors of Gstaad Capital will be reconstituted to consist of six directors, which will include Melvyn Slater, James Jaskie, Michael Johnson, Paul Larkin and Andrew Bowering, and the appointment of an independent director to be named prior to closing.

Completion of the transaction is subject to a number of conditions including the satisfactory completion of due diligence, the negotiation and entering into of a definitive agreement, the completion of the Concurrent Financing, receipt of all required shareholder, regulatory and third-party consents, including approval of the TSX-V and the shareholders of LuxHygenix, and satisfaction of other customary closing conditions.

LuxHygenix Inc. cancelled the acquisition of Gstaad Capital Corp. (TSXV:GTD.H) in a reverse merger transaction in October 2023.