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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☐ 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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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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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.