16 C.F.R. Part 803 – Appendix (2025)

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16 C.F.R. Part 803 – Appendix

Notification and Report Form for Certain Mergers and Acquisitions

Acquiring Person

FEE INFORMATION

Total Filing Fee: Select Filing Fee.

Paid By:

Name of Payer

☒ Acquiring Person

Amount Paid

PNO Pharmaceutical Company

$265,000.00

☐ Acquired Person

☐ Both

Check Number

EWT Institution & Confirmation Number

N/A

US Bank 123456789

GENERAL INFORMATION

Post-Consummation Filing?

Cash Tender Offer?

Bankruptcy?

☐ Yes

☐ Yes

☐ Yes

☒ No

☒ No

☒ No

Do you request early termination of the waiting period? ☒ Yes ☐ No

(Grants of early termination are published in the Federal Register and on the FTC website.)

ULTIMATE PARENT ENTITY (UPE) INFORMATION

► UPE Details

Name: PNO Wellness plc _______________________________________________________________________________________________________

Headquarters Address: 1212 Mulberry Street _________________________________

City: London ___________________________

State: _________

Address Line 2: Suite 900 _____________________________

Zip Code: W11 2BQ ____ Country: England _____________________________

Website: www.pnowellness.com __________________________________________________________________________________________________

Entity Type: The UPE of the acquiring person is a(n)?

☒ Corporation

☐ Unincorporated Entity

☐ Natural Person

☐ Other (Specify): _________________________________________

FILING MADE ON BEHALF OF THE UPE

Name and address of filing notification entity, if different than UPE

(Name, Address, City, State, Zip Code, and Country)

☐ Not Applicable.

PNO Pharmaceutical Company

☒ This report is being filed on behalf of the ultimate parent entity by another

entity within the same person authorized by it to file pursuant to § 803.2(a).

700 Main Street

Atlanta, GA 30301 United States

☐ This report is being filed on behalf of a foreign person pursuant to § 803.4.

PRIMARY HSR REPORT CONTACT

SECONDARY HSR REPORT CONTACT

SECOND REQUEST CONTACT

Name:

Samantha Scott

Harold Rodino

Samantha Scott

Firm/Company:

M&A, LLP

M&A, LLP

M&A, LLP

Address:

5252 Lafayette Avenue, Suite 1

5252 Lafayette Avenue, Suite 1

5252 Lafayette Avenue, Suite 1

City, State, Zip Code:

New York, NY 10001

New York, NY 10001

New York, NY 10001

Country:

United States

United States

United States

Telephone Number:

212-555-5555

212-555-5555

212-555-5555

E-Mail Address:

sscott@mandalaw.com

hrodino@mandalaw.com

sscott@mandalaw.com

UPE ANNUAL REPORTS AND FINANCIAL INFORMATION

Central Index Key (CIK) Number

0000123456

Annual/Audit Report Document # or Link

www.pnowellness.com/uploads/annualreport

Date of Annual/Audit Report

12/31/2024

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Page 1 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

Does the person filing notification stipulate that the acquiring person meets the size of person test? See 15 U.S.C. § 18a(a).

☐ Yes, the lower size of person test

☒ Yes, the higher size of person test

☐ N/A

MINORITY SHAREHOLDERS OR INTEREST HOLDERS

Entity

PNO Holding Company

☐ None

Minority Holder & D/B/A Name

B Fund 1 (dba The Healers)

HQ Address

Percent Held

555 Everly Way, New York, NY 10001

49%

► Acquiring Person Structure

ENTITIES WITHIN THE ACQUIRING PERSON

Company or Operating Business d/b/a Name(s):

Entity Name

City

State

Zip Code

Country

PNO Holding Company

Atlanta

GA

30301

USA

PNO Pharmaceuticals d/b/a PNO Pharma

Atlanta

GA

30301

USA

NY Acquisition Sub, LLC

Atlanta

GA

30301

USA

ANNUAL REPORTS AND AUDIT REPORTS

Central Index Key (CIK)

Number

Acquiring Entity or Overlapping Entity

PNO Pharmaceutical Company

0000654321

Annual/Audit Report File Name or

Link

#1 A-1 Annual Financials

Date of Annual/Audit Report

12/31/2024

► Additional Acquiring Person Information

OWNERSHIP STRUCTURE

Description of the ownership

structure of the acquiring entity

NY Acquisition Sub, LLC is wholly owned by PNO Pharmaceutical Company, which is wholly owned by PNO

Holding Company. PNO Wellness plc holds 51% of PNO Holding Company. The remaining 49% is held by B Fund

1.

Document # of organizational

chart for fund or MLP (or N/A)

N/A

OFFICERS AND DIRECTORS

Name of Entity Within

Acquiring Person

PNO Holding Company

Name of Officer or Director

William Pierce

Title

List of Other Entities

Vice Chair

B Fund 1

TRANSACTION INFORMATION

► Parties

ACQUIRING UPE(S)

ACQUIRED UPE(S)

Name: PNO Wellness plc

Name: Beta, Inc.

Address: 1212 Mulberry Street

Address: 450 Capital Boulevard

Address Line 2: Suite 900

Address Line 2:

City, State, Zip Code: London W11 2BQ

City, State, Zip Code: Albany, NY 12201

Country: United Kingdom

Country: United States

Website: www.pnowellness.com

Website: www.betacompany.com

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16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

ACQUIRING ENTITY(IES) – (Tab to add additional “Acquiring Entity” entries.)

TARGET – (Tab to add additional “Target” entries.)

Name: NY Acquisition Sub, LLC

Name: New York Originators, Inc.

Address: 7000 Main Street

Address: 6820 Washington Avenue

Address Line 2:

Address Line 2:

City, State, Zip Code: Atlanta, GA 30301

City, State, Zip Code: New York, NY 10001

Country: United States

Country: United States

Website:

Website: www.nycoriginators.com

► Transaction Details

Is this transaction subject to § 801.30?

☐ Yes, Specify Type(s)

☒ No

TRANSACTION TYPE

Check all that apply:

☒ Acquisition of voting securities

☐ Formation of a joint venture, other corporation, or unincorporated entity

(see §§ 801.40 and 801.50)

☐ Acquisition subject to § 801.31

☐ Secondary acquisition subject to § 801.4

☐ Acquisition subject to § 801.2(e)

☐ Other, specify ______________________________

☐ Acquisition of non-corporate interests

☐ Acquisition of assets

☐ Merger (see § 801.2)

☐ Consolidation (see § 801.2)

ACQUISITION DETAILS

Percentage of voting securities already

held

%0

Percentage of non-corporate

interests already held

%0

Value of voting securities already held

($MM)

$0

Value of non-corporate interests

already held ($MM)

$0

Total percentage of voting securities to

be held as a result of the acquisition

% 100

Total percentage of non-corporate to

be held as a result of the acquisition

%0

Total value of voting securities to be held

as a result of the acquisition ($MM)

Total value of non-corporate

securities to be held as a result of the

acquisition ($MM)

Total value of assets to be held as

a result of the acquisition ($MM)

Aggregate total value ($MM)

$0

$0

$ 570.00

☐ $100 million (as adjusted)

☐ $500 million (as adjusted)

$ 570.00

NOTIFICATION THRESHOLD

☐ $50 million (as adjusted)

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Page 3 of 12

☐ 25%

☒ 50%

☐ N/A

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

► Transaction Description

BUSINESS OF THE ACQUIRING PERSON

BUSINESS OF THE TARGET

NON-REPORTABLE UPE(S)

PNO Wellness plc (PNO”) is a global manufacturer of pharmaceutical products across general and specialty

medicines. Its product profile includes prescription medications in cardiology, endocrinology, hematology, and

oncology.

NY Originators, Inc. (“NYO”) is a research and development group founded with the goal of developing new

treatments for cancer.

[none]

Pursuant to a Purchase Agreement dated January 10, 2025, PNO will acquire 100% of the voting securities of

NYO from Beta, Inc. ("Beta") for approximately $570 million. In addition, PNO and Beta will enter into a supply

agreement. PNO has created an acquisition vehicle, NY Acquisition Sub, LLC, for the purposes of consummating

the transaction.

TRANSACTION DESCRIPTION

Consummation of the transaction is scheduled to take place as soon as practicable, and is contingent upon, among

other things, satisfactory completion of the conditions outlined in the Purchase Agreement, including the expiration

or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended.

Project New York and Project NYO are code names for the transaction.

RELATED TRANSACTIONS

Does the transaction that is the subject of this filing have related filings?

☐ Yes

☒ No

☐ Unknown

If the transaction has related filings, indicate whether the related filing(s) (choose all that apply):

☐ Is a principal transaction that triggers one or more shareholder

☐ Is a joint venture

backside transactions

☐ Is a consolidation

☐ Is a shareholder backside transaction

☐ Is an exchange of assets

☐ Has more than one acquiring UPE

☐ Has one or more filings in the alternative

☐ Has more than one acquired UPE

☐ Other, explain:_________________________________________

☐ Has more than one reportable step

Party Names or Transaction Numbers for Related Transactions:

► Transactions Subject to International Antitrust Notification

Has (or will) a non-U.S. antitrust or competition authority been (or be) notified of the transaction?

Jurisdiction

United Kingdom Competition & Markets Authority

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☐ No

☒ Yes (provide details below)

Date Notified

Est. February 2025

Page 4 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

► Additional Transaction Information

TRANSACTION RATIONALE

☐ Not applicable, select 801.30 transaction

NYO’s unique platform for developing XYZ inhibitors will serve to accelerate PNO’s entry into the market

– fast-tracking drug development across solid tumors and hematologic malignancies.

Project New York Investment Thesis

Harness Innovation

Leverage NYO’s unique drug development technology platform

Implement NYO’s innovative approaches to R&D to drive progress and competitive advantage

Accelerate Commercialization & Expand Product Portfolio

Utilize PNO’s government affairs office to facilitate FDA review/approval of target molecules

Leverage PNO’s marketing expertise to support new product commercialization

Reduce Costs and Increase Revenues

Maximize economies of scale across company verticals (marketing, med affairs, etc.)

Develop bundled offerings to realize synergies across the continuum of care

DOCUMENT NUMBERS RELATED TO

TRANSACTION RATIONALE

Doc #3 (D-1) at 2; Doc #5 (D-3), at 4-5; Doc #6 (D-4) at 2; Doc #7 (D-5) at 6-7; Doc #10 (D-8) at 7-10

DOCUMENT # FOR TRANSACTION DIAGRAM

☐ Not applicable, select 801.30 transaction

Doc #2 (C-1) (Transaction Diagram)

► Joint Ventures

Complete only if acquisition is the formation of a joint venture corporation or unincorporated entity

☒ Not Applicable

CONTRIBUTIONS TO BE MADE

DESCRIPTION OF CONSIDERATION

DESCRIPTION OF THE BUSINESS OF THE

JOINT VENTURE

JOINT VENTURE NAICS CODES

6-Digit Code

Code Description

► Business Documents

TRANSACTION RELATED DOCUMENTS

Privileged

Document #

Document Title

Estimated Date

☐

3

D-1 PNO Wellness Board Presentation re Project

New York

October 9, 2024

☐

4

D-2 Market Share Analysis

☐

5

☐

6

☐

Author/Title

Marta Jones, CEO, PNO Pharma

November 6,

2024

James Jones, EVP of U.S. Strategy, PNO

Pharma

September 12,

2024

Earl James, VP of Corporate

Development, PNO Pharma

D-4 Report on Project New York, presentation to

Chloe Lewis

August 15, 2024

Allen Dexter, Manager, PNO Pharma

7

D-5 Analysis of Project New York

August 22, 2024

Chloe Lewis, Senior Manager, PNO

Pharma

☐

8

D-6 Confidential Information Memorandum

presented to PNO Wellness

July 11, 2024

M&A Advisory Firm, received by Chloe

Lewis, CEO, PNO Pharma

☐

9

D-7 Banker’s Presentation to PNO Wellness

July 18, 2024

Coal Hill Bank, received by Chloe Lewis,

CEO, PNO Pharma

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D-3 Management Presentation

Page 5 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

☐

10

D-8 Synergy document – Research Department,

PNO Pharma

September 12,

2024

Chet Oswald, VP Research &

Development, PNO Pharma

☐

11

D-9 Email exchange

December 2-4,

2024

Between Marta Jones, CEO, PNO

Pharma, and Chloe Lewis, Senior

Manager, PNO Pharma

PLANS AND REPORTS

☐ Not Applicable, Select 801.30 Transaction

Privileged

Document #

☐

12

☐

13

Estimated Date

Author/Title

E-1 PNO Quarterly Review

April 15, 2024

Roger Tyler, VP Marketing, PNO Pharma

E-2 PNO Quarterly Review

July 15, 2024

Roger Tyler, VP Marketing, PNO Pharma

14

E-3 PNO Quarterly Review

October 14,

2024

Roger Tyler, VP Marketing, PNO Pharma

15

E-4 PNO Quarterly Review

Jan 14, 2025

Roger Tyler, VP Marketing, PNO Pharma

16

E-5 Performance Report

April 15, 2024

Jane Lannister, VP Sales, PNO Pharma

17

E-6 Performance Report

July 15, 2024

Jane Lannister, VP Sales, PNO Pharma

18

E-7 Performance Report

October 14,

2024

Jane Lannister, VP Sales, PNO Pharma

19

E-8 Performance Report

Jan. 14, 2025

Jane Lannister, VP Sales, PNO Pharma

20

E-9 Annual Strategic Plan

March 22, 2024

Marta Jones, CEO, PNO Pharma

21

E-10 Fact Sheet

August 26, 2024

Roberta Tyrell, Secretary, PNO Pharma

22

E-11 Competitor Analysis

March 9, 2024

Pharma Consultants, LLC

23

E-12 R&D Report

February 19,

2024

Chet Oswald, VP Research &

Development, PNO Pharma

Privilege Log Document #

#24 (G-1) (Privilege Log)

☐

Document Title

► Agreements

TRANSACTION-SPECIFIC AGREEMENTS

☐ Not Applicable, 801.30 or Bankruptcy

Document #

Document Title

25

F-1 Purchase Agreement between PNO Wellness plc and Beta, Inc.

26

F-2 Draft Covenant Not to Compete and Non-Solicitation Agreement

27

F-3 Supply Agreement between PNO Wellness plc and Beta, Inc.

OTHER AGREEMENTS BETWEEN THE ACQUIRING PERSON AND TARGET

Does the acquiring person have (or within one year of filing, had) any agreements with the target?

☒ No

☐ Yes (provide details below)

Has Type of Agreement

Type

☐ Yes

☒ No

Agreement with non-compete or non-solicitation terms between the acquiring person and target

☐ Yes

☒ No

Lease

☐ Yes

☒ No

Licensing Agreement

☐ Yes

☒ No

Master Service Agreement

☐ Yes

☒ No

Operating Agreement

☐ Yes

☒ No

Supply Agreement

☐ Yes

☒ No

Other

COMPETITION DESCRIPTIONS

☐ Not Applicable, Select 801.30 Transaction

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16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

► Overlap Description

Briefly describe the acquiring person’s principal categories of products or services.

PNO Wellness manufactures drugs in four therapeutic areas:

Cardiac drugs used to treat medical conditions associated with the heart and circulatory system.

Endocrinology medications used to treat disorders of the endocrine system and metabolism.

Hematologic drugs that act on blood and blood-forming organs and are used to treat anemia, bleeding disorders, and blood clots.

Oncology drugs used to treat cancer, including chemotherapy agents, targeted therapies, and immunotherapies.

List and briefly describe current and known planned products or services that compete (or could compete) with the target. (See Instructions)

TYROSINE KINASE INHIBITORS – growth blockers that prevent cancer cells from growing and dividing.

Adedog (adalinimib) - ABC inhibitor

Lester (leslinimib) - DEF inhibitor

Cynthate (cynthinimib) - GHI inhibitor

CHEMOTHERAPIES – drugs to target and kill fast-growing cancer cells.

Fancimate (ericatere) - antimitochondrate

Cutate (chalrotere) - totallytubularite

IMMUNOTHERAPIES – biological therapies that use the body’s immune system to slow, stop and kill cancerous cells.

Smartate (isabelamab) - USY-ate

Pufuda (pufimab) - PDY-ate

Belaball (baelimab) - BLB-ate

Competing Product or Service Details

☐ None

Product or Service:

Sales ($): 1,100 MM

Oncology Drugs

Categories of Customers: National distributors of oncological pharmaceuticals and related products

Top 10 Customers Overall:

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

ABB Health

CDD Wholesalers

BCC Cares

EFF Supply

DEE Distributors

XYZ Caredrop

JKF Drug Distributors

GGH Wholesalers

PHC Express

LMN Opie

Top 10 Customers by Category:

[See above]

► Supply Relationships Description

RELATED SALES

List and briefly describe the acquiring person’s products, services, or assets that are supplied to the target or a business that competes with the

target. (See Instructions)

PNO Wellness supplies the following plant-based compounds for use in clinical trials for the development of cancer drugs – babinka altoids, a class of

compounds that can inhibit the growth of tumor cells, and pogotoxin analogs, a class of compounds that can block cell division.

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16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

Product, Service, or Asset Details

Product, Service, or Asset:

☐ None

Sales to Target ($): 0

Sales to Target’s Competitors ($): 11 MM

Top 10 Customers:

1.

CerDev Medical

Description of Supply or Licensing Agreement:

Supply Agreement between PNO Wellness and CerDev Medical dated March 9, 2024, pursuant to which PNO will

supply certain plant-based compounds to CerDev Medical for a term of up to 5 years.

RELATED PURCHASES

List and briefly describe the products, services, or assets that are purchased by the acquiring person from the target or a business that competes

with the target. (See Instructions)

Product, Service, or Asset Details

Product, Service, or Asset:

☒ None

Purchases from Target ($):

Purchases from Target’s Competitors ($):

Top 10 Suppliers:

Description of Purchase or Licensing Agreement:

REVENUE AND OVERLAPS

Does the acquiring person have US revenue?

☒ Yes

☐ No, explain: ____________________________________________________________

► NAICS Codes

Revenue Range

6-Digit Code

Code Description

Operating Business

325411

Medicinal

chemicals,

uncompounded,

manufacturing

PNO Pharmaceutical Company

<$10MM

$10MM $100MM

$100MM $1B

>$1B

Overlap

X

☒

► Controlled Entity Geographic Overlaps

STATE LEVEL REPORTING

NAICS

Code

☐ None

Code Description

Operating Business and D/B/A Name(s)

Person or

Associate?

States and Total

Number

325411

Medicinal chemicals,

uncompounded, manufacturing

PNO Pharmaceutical Company (dba PNO Pharma)

Person

National

325411

Medicinal chemicals,

uncompounded, manufacturing

MedDev Inc.

Associate

National

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Page 8 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

STREET LEVEL REPORTING

☒ None

NAICS Code and Description:

Operating Business and

D/B/A Name(s)

Person or

Associate

State

ZIP

Code

County

Street Address

► Minority-Held Entity Overlaps

☒ None

Entity Held and D/B/A Name(s)

Percentage

Held

Person or

Associate?

Held By

NAICS Code or Industry

Overlap with Target

► Prior Acquisitions

☐ None

Overlapping 6-Digit NAICS Code and Description or

Overlap Product or Service Description

325411

Medicinal chemicals, uncompounded, manufacturing

Acquired Entity and

Former HQ Address

Nevada Drug Company

400 Lucky Boulevard

Las Vegas, NV 89101

Transaction

Type

Consummation Date

Asset

acquisition

June 14, 2022

ADDITIONAL INFORMATION

► Subsidies from Foreign Entities or Governments of Concern

SUBSIDIES

☒ None ☐ Yes (provide details below)

Entity or Government

Description

COUNTERVAILING DUTIES IMPOSED

Product

☒ None ☐ Yes (provide details below)

Duty Imposed

Jurisdiction

COUNTERVAILING DUTY INVESTIGATIONS

☒ None ☐ Yes (provide details below)

Product

Jurisdiction Conducting Investigation

► Defense or Intelligence Contracts

☒ None ☐ Not Applicable, Select 801.30 Transaction

Entity Within Acquiring Person

Contracting

Office ID

Contracting Office

Award ID

NAICS Codes

► Voluntary Waivers

INTERNATIONAL COMPETITION AUTHORITIES (VOLUNTARY)

The acquiring person agrees to waive the disclosure exemption in the HSR Act for the following competition authorities:

1. UK Competition & Markets Authority __________________________

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☐ None

2. _______________________________________________________

Page 9 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

3.

Date: 2/10/2025

______________________________________________________

5. _______________________________________________________

4. _______________________________________________________

6. _______________________________________________________

STATE ATTORNEYS GENERAL (VOLUNTARY)

The acquiring person agrees to waive the disclosure exemption in the HSR Act for the following states:

State

☒ None

Permit Disclosure of

Fact of Notification and Waiting Period

Information and Documents

☐

☐

► End Notes

☒ None

Number

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Note

Page 10 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

CERTIFICATION

PENALTIES FOR FALSE STATEMENTS

Federal law provides criminal penalties, including up to twenty years imprisonment, for any person who knowingly alters, destroys, mutilates, conceals,

covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence an ongoing or

anticipated federal investigation (see, e.g., Section 1519 of Title 18, United States Code.). It is also a criminal offense to knowingly make a false statement in

a federal investigation, obstruct a federal investigation, or conspire to obstruct justice or obstruct or impede the lawful functioning of the government (see,

e.g., Sections 371, 1001, and 1505 of Title 18, United States Code).

CERTIFICATION

This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my

supervision in accordance with instructions issued by the Commission. Subject to the recognition that, where so indicated, reasonable estimates have been

made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete in accordance

with the statute and rules.

I acknowledge that the Commission or the Assistant Attorney General of the Antitrust Division of the Department of Justice may, prior to the expiration of the

initial waiting period pursuant to 15 U.S.C. § 18a, require the submission of additional information or documentary material relevant to the proposed

transaction.

Name (Please Print or Type)

Title

Marta Jones

Chief Executive Officer

PNO Pharmaceuticals

Signature

Date

Marta Jones

February 8, 2025

☒ Sworn under penalty of perjury

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Signature

Executed Date

Marta Jones

February 8, 2025

☐ Notarized

Subscribed and sworn to before me at the:

Seal:

________________________________________________________________

City of: __________________________________________________________

State of: _________________________________________________________

This ___________

day of _________________

the year ______________

Signature: ________________________________________________________

My commission expires: _____________________________________________

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Page 11 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

Name of Acquiring Person UPE: PNO Wellness plc

Date: 2/10/2025

16 C.F.R. Part 803 – Appendix

NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

Approved by OMB 3084-0005

THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS

THIS FORM IS REQUIRED BY LAW and must be filed separately by each person that, by reason of a merger, consolidation, or acquisition, is subject to § 7A

of the Clayton Act, 15 U.S.C. § 18a, and rules promulgated thereunder (hereinafter referred to as “the rules” or by section number). The rules may be found

at 16 CFR Parts 801-03. Failure to file this Notification and Report Form, and to observe the required waiting period before consummating the acquisition in

accordance with the applicable provisions of 15 U.S.C. § 18a and the rules, subjects any “person,” as defined in the rules, or any individuals responsible for

noncompliance, to liability for a penalty for each day during which such person is in violation of 15 U.S.C. § 18a. The maximum daily civil penalty amount is

listed in 16 C.F.R. § 1.98(a).

Pursuant to the Hart-Scott-Rodino Act, information and documentary material filed in or with this Form is confidential. It is exempt from disclosure under the

Freedom of Information Act and may be made public only in an administrative or judicial proceeding, or disclosed to Congress or to a duly authorized

committee or subcommittee of Congress.

DISCLOSURE NOTICE - Public reporting burden for this report is estimated at 105 hours per response, including time for reviewing instructions, searching

existing data sources, gathering, and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the

burden estimate or any other aspect of this report, including suggestions for reducing this burden to:

Premerger Notification Office

Federal Trade Commission

400 7th St. SW

Washington, DC 20024

and

Office of Information and Regulatory Affairs

Office of Management and Budget

Washington, DC 20503

Under the Paperwork Reduction Act, as amended, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of

information unless it displays a currently valid OMB control number. That number is 3084-0005, which also appears above.

Privacy Act Statement--Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. The primary use of information submitted on

this Form is to determine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be

shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the information on the Form is

voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, render a

person liable to civil penalties up to the amount listed in 16 C.F.R. § 1.98(a) per day. We also may be unable to process the Form unless you provide all of

the requested information.

This page may be omitted when submitting the Form.

FTC FORM C4 (rev. October 2024) OMB 3084-0005

Page 12 of 12

16 C.F.R. Part 803 – Appendix A – Acquiring Person

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.

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