On November 15, 2021, Atmofizer Technologies Inc. (formerly Consolidated HCI Holdings Corporation) ("Atmofizer") announced the closing of its previously announced reverse takeover transaction (the "RTO") with Vaxxinator Enterprises Inc. ("Vaxxinator").
The RTO was effected by way of a "three-cornered" amalgamation involving Atmofizer, Vaxxinator and a wholly-owned subsidiary of Atmofizer under the Business Corporations Act (British Columbia). Immediately prior to the amalgamation, Atmofizer consolidated its then Class B shares on 24.691:1 basis, changed its name from "Consolidated HCI Holdings Corporation" to "Atmofizer Technologies Inc." and was continued from a corporation existing under the Canada Business Corporations Act to a company existing under the BCBCA. Concurrent with the Continuance, Atmofizer re-designated its then class B shares to Common Shares.
As a result of the completion of the RTO, former holders of Vaxxinator shares now hold approximately 97.74% of the issued and outstanding Common Shares, and pre-RTO shareholders of Atmofizer now hold 1.13% of the Common Shares, in each case, on a non-diluted basis, based on an aggregate of 73,880,271 Common Shares currently issued and outstanding.
Gowling WLG advised Vaxxinator with respect to this transaction with a team led by Peter Simeon and Josh Almario, and that included Harrison Sversky, Adam Sherman and Luis Cousin (corporate/M&A); Omar Nassif and Natalie Rizkalla-Kamel (IP); Mariam Al-Shikarchy (tax); and Bruce Graham (employment); assisted by student-at-law Jaanam Mahboobani.