CBD of Denver Signs Share Exchange Agreement To Advance BioCannabis Merger

CBDD Signs Definitive Agreement to Acquire BioCannabis

CBD of Denver, Inc. (OTCID: CBDD) announced on September 15, 2026 that it has entered into a definitive Share Exchange Agreement with BioCannabis M. IKE, a Greece-based company operating in the health and wellness sector.

The agreement follows a previously announced Letter of Intent and the completion of CBDD’s due diligence review.

Under the agreement, CBDD will acquire BioCannabis in exchange for shares of the Company, subject to customary closing conditions and required corporate and regulatory approvals. CBDD management reviewed BioCannabis’ business, operations, infrastructure and long-term development plans before deciding to proceed.

Management views the agreement as an important step in the Company’s transformation and its strategic expansion into the health and wellness sector. The proposed combination reflects CBDD’s previously announced strategy of identifying operating businesses that management believes can provide sustainable operations and meaningful long-term opportunities for shareholders.

BioCannabis owns and operates dedicated cultivation, processing and extraction facilities in Greece and supplies professional partners across the European Union. The company is fully licensed and operates in accordance with the applicable Greek and European Union regulatory framework.

BioCannabis’ operating business is expected to provide CBDD with a foundation for future operational development, new products, market expansion and additional strategic opportunities. Further details of the transaction will be provided in the Company’s subsequent disclosures.

Health and Wellness Industry Outlook

CBDD believes the broader health and wellness sector provides a compelling long-term backdrop for the Company’s evolving business strategy. According to the Global Wellness Institute’s 2025 Global Wellness Economy Monitor, the worldwide wellness economy reached approximately $6.8 trillion in 2024, representing growth of approximately 7.9% compared with 2023.

The organization projects the global wellness economy to expand at an average annual rate of approximately 7.6% from 2024 through 2029, potentially reaching approximately $9.8 trillion by 2029. The wellness economy has more than doubled in size since 2013.

According to the same research, wellness-related spending represented approximately 6.1% of global GDP in 2024. Europe has also recorded steady wellness-sector growth over the past five years, providing additional strategic context for BioCannabis’ European operating base.

Management believes these broader industry trends support CBDD’s decision to increase its focus on the health and wellness sector.

What Comes Next

“The Share Exchange Agreement follows a thorough diligence process and moves us decisively toward closing. We believe BioCannabis’ business and the broader health and wellness sector provide an attractive foundation for the next stage of CBDD’s development,” said Alexandre Nikulin, Chief Executive Officer of CBD of Denver, Inc., in the announcement.

CBDD intends to provide additional updates concerning the transaction, BioCannabis’ operations, the anticipated corporate structure and the Company’s future business strategy as material developments occur.

The Company cautioned that there can be no assurance the transaction will be completed on the terms currently contemplated or within any anticipated timeframe. Risks include the possibility that closing conditions may not be satisfied or that the transaction may be modified or terminated.

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