Cann American Corp. company history: the story so far

History

A former mineral explorer turned fire-protection company, scrapped a big 2012 merger, left SEC reporting in 2013, then moved into regenerative medicine and health businesses in 2023.

2011-2012: From mineral claim to fire products

The company began as Deer Bay Resources, a mineral explorer holding the Emmy Claim in British Columbia. On January 25, 2011 it bought fire-extinguishing intellectual property from Kristian Schiørring and Henrik Dahlerup, paying 19,000,000 shares to each. It renamed itself Bioflamex Corporation, let the Emmy Claim expire in February 2011, and made Schiørring president and CEO, a change of control. The fire products were still in testing and development.

To fund itself, Bioflamex signed an equity line on May 14, 2012 with Dutchess Opportunity Fund II, LP. Dutchess committed to buy up to $10,000,000 of stock over 36 months at 95% of the lowest average market price over five trading days, at the company's choice and only after a resale registration statement became effective. Draws would mean new shares at a discount, diluting existing holders. Shares on issue rose from 92,466,667 at the end of 2011 to 177,770,540 at the end of 2012, though the beats do not explain the rise.

On June 21, 2012 the board warned that its annual report for the year ended February 28, 2011 and three 2011 quarterly reports contained errors and should not be relied on. They involved previously undisclosed liabilities, expenses and agreements, and amended reports were planned for about July 20, 2012.

2012-2013: A merger made and unmade

On July 16, 2012 Bioflamex agreed to merge with Terra Asset Management (TAM). TAM holders would receive 291,927,665 new shares plus 50,000,000 super-voting preferred shares, and Kenneth Bland and Wade Clark would take over the board. It would have meant heavy dilution and another change of control.

It did not last. On October 10 the company said it was negotiating to unwind the deal, and on October 17 it signed a Termination Agreement treating the merger as null and void, returning everyone to their original positions with mutual releases. The new shares, the preferred shares and the Bland/Clark takeover were all cancelled. In January 2013, by then named Cann American Corp., it deregistered its securities, ending its obligation to file reports with the SEC.

2023: A new direction

The record is silent for the decade after 2013. In 2023 the company reappeared in Rutherford, New Jersey, with Jason Tucker as CEO. It completed the purchase of Prodigy Stem Cell, LLC on March 1, 2023, a firm selling, marketing and consulting on regenerative medicines, and its founder Peter Caruso joined the board. On May 10, 2023 it completed the purchase of Red Sand Health, LLC, trading as Liberty Health Plus, to be renamed Prodigy Health Plus, and Michael G. Kramer joined the board.

As of May 17, 2023, both businesses were wholly owned subsidiaries, with no price or terms disclosed for either. The company's current share count was not stated, and the status of the Dutchess equity line was unknown.

Written from the 9 story beats below (2011 to 17 May 2023), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2023178m shares

17 May
On May 10, 2023 Cann American completed its acquisition of Red Sand Health, LLC, d/b/a Liberty Health Plus, as a wholly owned subsidiary, and the board approved renaming the business Prodigy Health Plus. Michael G. Kramer was appointed a director the same day. This follows the March 2023 Prodigy Stem Cell purchase; the filing gives no price or terms.
asset acquisition disposition
178m sh
16 Mar
Cann American signed a binding letter of intent on January 30, 2023 to buy Prodigy Stem Cell, LLC, and completed the acquisition on March 1, 2023, making it a wholly owned subsidiary. Prodigy is a New Jersey company focused on sales, marketing and consulting for regenerative medicines, and its founder Peter Caruso joined the board the same day. The company's address also moved to Rutherford, New Jersey. The filing gives no price, shares issued or financial terms.
asset acquisition disposition
178m sh

2013178m shares

15 Jan
Cann American Corp. deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
178m sh

2012178m shares

24 Oct
This amendment to the July 2012 merger report adds that on October 17, 2012 Bioflamex, its subsidiary and Terra Asset Management signed a Termination Agreement that unwinds the merger and treats it as null and void, returning all parties to their original positions on ownership, management, share issuance and debts (other than those the company assumed), with mutual releases. This resolves the unwind thread from October 10: the planned 291,927,665 new shares, the 50,000,000 preferred shares and the cancellation of 23,468,334 shares each for Schiørring and Dahlerup do not go ahead, and the Bland/Clark board takeover is cancelled. The filing's other item headings (acquisition completed, change in control) are carried over from the original report; the termination text implies the transaction is void.
business combination
178m sh
10 Oct
On October 10, 2012 Bioflamex said it is negotiating with Terra Asset Management to unwind the July 2012 merger, and will no longer provide TAM's audited and pro forma financials. This reverses the planned merger and the dilution it would have brought; the terms of the unwinding were not yet given and were promised in the coming weeks.
business combination
151m sh
24 July
On July 16, 2012 Bioflamex signed a merger agreement under which Terra Asset Management, Inc. (TAM) would merge into a Bioflamex subsidiary, TAM holders would receive 291,927,665 new Bioflamex shares plus 50,000,000 super-voting preferred shares (10 votes each), and Schiørring and Dahlerup would each have 23,468,334 shares cancelled (leaving 19,960,000 each) and receive $100,000 in payments within 60 days. Kenneth Bland and Wade Clark would take over the board and Bland become president, meaning a change of control and heavy dilution for existing shareholders if completed; the filing describes the terms as agreed, not the merger as closed.
business combination
151m sh
22 June
On June 21, 2012 the board said its 10-K for the year ended February 28, 2011 and the 10-Qs for the three 2011 quarters contain errors and should not be relied on. The errors involve previously undisclosed liabilities, expenses and material agreements, and the company plans to file amended reports by about July 20, 2012; the impact had not yet been determined.
financial restatement
151m sh
22 May
On May 14, 2012 Bioflamex signed an equity line with Dutchess Opportunity Fund II, LP, which committed to buy up to $10,000,000 of its common stock over 36 months, at 95% of the lowest VWAP over five trading days, at the company's choice and only once a resale registration statement is effective. The company must file that registration statement within 30 days, initially for 16,000,000 shares; future draws would issue new shares at a discount to the market price, diluting existing holders.
material agreement
151m sh

2011

28 Jan
On January 25, 2011 the former mineral exploration company (Deer Bay Resources, holder of the Emmy Claim in British Columbia) bought fire-extinguishing intellectual property from Kristian Schiørring and Henrik Dahlerup in exchange for 19,000,000 shares each, renamed itself Bioflamex Corporation and said it would let the Emmy Claim expire in February 2011. Garry Wong resigned as officer (remaining a director) and Schiørring became president and CEO, a change of control; the mineral exploration business is replaced by a fire-products business that is still in testing and development.
business combination