CleanGo Innovations Inc. Subsidiary Kubera Black Technology to Acquire European Pharmaceutical Leader Freia Farmaceutici Srl, Targeting the Global Health Market

CleanGo Innovations’ wholly owned subsidiary Kubera Black has signed a non-binding LOI to acquire Milan-based Freia Farmaceutici, a plant-based therapeutics and nutraceuticals specialist whose 2024 gross revenue exceeded €3.1m and is on pace to grow in 2025; Freia brings CE‑marked medical‑device products, a pipeline spanning dermatology, gynecology, gastroenterology, pneumology and a multiple‑sclerosis supplement in clinical testing. Under the proposed deal Freia shareholders would receive up to 25.0m Kubera common shares, the resulting issuer would retain Freia’s business, assume no long‑term debt, and install a five‑member board (four nominees from Freia, one from CleanGo); closing is subject to due diligence, a definitive agreement within 45 days and customary approvals. The transaction is positioned to immediately give CleanGo/Kubera access to Canadian and U.S. markets and broaden the company from industrial cleaning into faster‑growing nutraceutical and aesthetic medicine markets, though terms remain non‑binding and contingent on financing and regulatory clearance.

Analysis

CleanGo Innovations’ wholly owned subsidiary Kubera Black entered a non‑binding LOI to acquire Milan‑based Freia Farmaceutici, with the LOI dated December 9, 2025 and announced December 16, 2025; Freia shareholders would receive up to 25,000,000 common shares of Kubera with pricing and valuation to be specified in a definitive agreement, and closing is conditioned on due diligence, a definitive agreement within 45 days and customary approvals. The Resulting Issuer plans a five‑member board (four nominees from Freia, one from CleanGo), no assumed long‑term debt at close, and intends to pursue a subsequent equity financing to fund at least 12 months of operations. Freia reported gross revenue in excess of €3.1 million for 2024, a net positive balance sheet at 2024 year‑end, and is on pace to exceed 2024 revenue in 2025; its product set includes ALFALIFE plant‑based Omegas with anti‑inflammatory applications, CE‑marked Class IIA Dermolife medical devices, PROMEDIAL aesthetic lines, and a Multiple Sclerosis supplement currently in clinical testing. The transaction materially diversifies CleanGo from industrial cleaning into nutraceuticals and aesthetic medicine and grants immediate corporate access to Canadian and U.S. markets, but material execution risks remain: valuation dilution from up to 25m shares and a planned equity financing, reliance on successful due diligence and regulatory approvals, and a governance structure that gives Freia nominees majority board control under the present proposal.

Key Decisions for Investors

• Await the definitive agreement and disclosed valuation before increasing exposure, as share consideration (up to 25.0m shares) and planned equity financing imply potential significant dilution
• Monitor Q4/2025 revenue confirmation and any clinical‑trial readouts for Freia’s MS supplement and other pipeline milestones, as these drive fundamental upside beyond the press release claims
• Assess governance implications and strategic control given the proposed 4:1 Freia majority on the new board and the lack of assumed long‑term debt, which may affect capital allocation and integration pace
• Consider a cautious, staged position or maintain current holdings until due diligence closes and financing details are announced, reflecting the transaction’s mildly positive but speculative market impact