Brandlin to acquire regenerative-medicine startup Celexir, rebrand under its name

What's the deal? Brandlin Ventures Ltd. has signed an amalgamation agreement to acquire Celexir Inc.Dealroom has a profile for this one. Try Dealroom →, a private Canadian regenerative-medicine startup, the Vancouver-based company announced on September 22, 2026. The all-share transaction will fold Celexir into Brandlin through a statutory amalgamation, after which Brandlin will rename itself Celexir Inc.

What each side brings: Celexir, incorporated in July 2025, develops clinically-backed peptides, stem cells, and "endosome epipens" for skin rejuvenation, recovery, and longevity. Its compounds are made under GMP and ATMP conditions for use in clinics, spas, and wellness programs globally.

The terms: Brandlin will first consolidate its shares on a 2.1605291-for-1 basis. Celexir shareholders will then receive 8,000,000 post-consolidation shares at a deemed price of $0.50 each, plus 2,000,000 performance warrants and 4,000,000 earn-out rights.

What's the catch? The performance warrants only become exercisable if the combined company generates $2,000,000 in revenue within 18 months of closing. The earn-out rights convert to 4,000,000 shares only if the company hits certain milestones within two years.

What's next? Completing the deal is conditional on the resulting company listing on the Canadian Securities Exchange. Brandlin will also issue 720,000 shares and 720,000 warrants to Caravel NT Fund Ltd. and Virgin Wool Capital Limited as a finder's fee.

The signal: The reverse-takeover structure gives an early-stage longevity and skincare startup a public listing without a traditional IPO. The milestone-tied warrants and earn-outs shift much of the deal's value onto Celexir's ability to prove commercial traction.

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