UNBUZZD WELLNESS ANNOUNCES CLOSING OF DEBENTURE FINANCINGS

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE U.S.

TORONTO, ONTARIO, CANADA, July 25, 2025 /EINPresswire.com/ -- Unbuzzd Wellness Inc. (the “Company” or “Unbuzzd”), the company behind unbuzzdTM – the scientifically-proven and game-changing beverage that accelerates alcohol metabolism, restores mental clarity and reduces hangover symptoms – is pleased to announce the closing of a non-brokered private placement financing (the “Offering”) of 110 convertible debenture units (“Units”) at US$1,000 per Unit, for an aggregate purchase price of US$110,000. The nits are comprised of (A) an aggregate of US$122,222.10 principal amount (representing an original issue discount equal to 10% of the purchase price) of non-interest bearing secured convertible debentures (the “Debentures”) that mature on the earlier of (i) July 25, 2026; or (ii) the date that is one month following the closing of a qualified financing by the Company; and (B) such number of share purchase warrants (each a “Warrant”) for each common shares of the Company (the “Shares”) underlying the Debentures. Each Warrant will entitle the holder to acquire one additional Share until July 25, 2027, for 115% of the deemed price per Share upon a liquidity event by the Company. The Debentures are convertible at the option of the holder at a price per Share equal to the lowest of: (x) US$0.05; (y) 20% discount to the deemed price per Share upon a qualified financing; (z) 20% discount to the deemed price per Share upon a liquidity event.

Related Party Transactions

Certain insiders of the Company have purchased 80 Units for US$80,000, as such the Offering is considered a related party transactions for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the related parties of the Company are exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the Units issued to the related parties does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties to the Company were not settled until shortly prior to the closing, and the Company wished to close on an expedited basis for business reasons.

Further Information

The securities to be issued in connection with the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Unbuzzd Wellness Inc.

Unbuzzd Wellness inc., a non-trading but fully reporting public issuer, stands as a pioneering force in the wellness and recovery supplement landscape. unbuzzd has been developed by a world-class R&D team in pharmacology and medicine, with a commitment to innovation and quality. A proprietary blend of vitamins, minerals, and herbs, unbuzzd helps your body process alcohol faster, restore mental alertness, and improve cognition so you can drink responsibly and drink refreshingly. unbuzzd appeals to a broad target audience of alcohol consumers who want to have a good time, be in control, and still feel great the next day.

Scientifically backed by a recently completed double-blind, randomized, placebo-controlled crossover design clinical trial, unbuzzd dramatically accelerates alcohol metabolism, speeds the reduction of blood alcohol concentration (“BAC”), restores mental clarity, and reduces the symptoms of intoxication, impairment and hangover. Key findings from the clinical trial include:

• Accelerated Alcohol Metabolism: unbuzzd dramatically and rapidly reduced blood alcohol concentration in study participants. The rate at which BAC was lowered was, on average for most participants, more than 40 percent faster within 30 minutes of consuming unbuzzd compared to control subjects.

• Rapid Improvements in Alertness: Study participants reported statistically significant improvement in alertness as soon as 30 minutes after consuming unbuzzd. Participants felt more alert and made fewer cognitive errors within 30 minutes of consuming unbuzzd, significantly outperforming placebo results.

• Rapid Improvements in Physiologic Changes due to Intoxication: unbuzzd lessened the elevation in heart rate and the drop in blood pressure that often accompanies alcohol intoxication, stabilizing both. This result was statistically significant.

• Reduced Perceived Impairment and Mental Fatigue: unbuzzd helped alleviate perceived impairment and mental fatigue caused by alcohol intoxication.

• Hangover Relief: Participants in this study noted a statistically significant reduction in hangover symptoms. This included reduced cognitive and physical impairment, and reduced headache compared to placebo results, at both four hours (67 percent reduction in headache severity) and eight hours after consuming unbuzzd.

• No Side Effects: unbuzzd was well-tolerated by all study participants, with no reported adverse side effects.

The full press release of the clinical trial can be found here.

unbuzzd ready-to-mix powder sticks are available in 3-pack, 8-pack, and 18-pack formats at https://unbuzzd.com. unbuzzdTM is a registered trademark of Unbuzzd Wellness Inc.

Individual results may vary. unbuzzd is a dietary supplement. Consuming unbuzzd after alcohol ingestion does not permit you to operate a vehicle. Drink responsibly. DO NOT DRINK AND DRIVE.

For additional information, please contact:

John Duffy
Chief Executive Officer
T: (508) 479-4923
E: johnduffy@unbuzzd.com

Forward Looking Information

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved".

The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Company the Offering, a qualified financing, and a liquidity event. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward- looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward- looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward- looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

John Duffy
Unbuzzd Wellness Inc.
+1 508-479-4923
johnduffy@unbuzzd.com

Legal Disclaimer:

EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.