CleanGo Innovations Announces Strategic Acquisition of Italian Pharmaceutical Company Freia Farmaceutici

CleanGo Innovations Inc. has announced that its wholly-owned subsidiary, Kubera Black Technology Inc., entered into a non-binding Letter of Intent to acquire Italian pharmaceutical company Freia Farmaceutici Srl on December 16, 2025. The proposed transaction represents a strategic expansion for CleanGo into the global health sector, leveraging Freia's expertise in plant-based therapeutic solutions. Freia Farmaceutici, headquartered in Milan, Italy, specializes in developing non-drug therapeutic solutions from plant-derived actives. The company's portfolio includes medical devices containing bioactive substances, nutritional supplements, and food for special medical purposes. Established in 2009, Freia has built its reputation on developing therapeutic assets from plants in an ethical and sustainable manner, aligning with growing consumer awareness regarding well-being and disease prevention.

The company's scientific focus is evident in its product lines and clinical research. Freia's ALFALIFE brand, featuring vegetable omega oils with significant anti-inflammatory properties, has major applications in cardiovascular diseases, obesity, and child neuropsychiatry. Several products in the Dermolife line are registered as Class IIA Medical Devices, indicated for various dermatological conditions including the prevention and treatment of early and late radiodermatitis, atopic dermatitis, and scar remodeling. Freia's expertise extends to aesthetic medicine through its PROMEDIAL brand, developed following a 2016 partnership with leading international companies. This line focuses on healthy skin and aesthetic medicine purposes, offering both topical and nutraceutical solutions. The company's pipeline includes developing new products in gynecology, gastroenterology, and pneumology fields, with one product showing promise for Multiple Sclerosis applications through ongoing clinical trials.

Financially, Freia demonstrated strong performance with gross revenue exceeding €3.1 million in 2024, generating 100% of its revenue in the Italian market while maintaining a net positive balance sheet. The company is on pace to exceed its 2024 revenue numbers in 2025. The acquisition would provide Freia immediate access to Canadian and U.S. markets through the resulting issuer's corporate structure, supporting its strategic expansion into other European markets. Under the terms of the LOI dated December 9, 2025, Freia shareholders would exchange their outstanding securities for a maximum of twenty-five million common shares in Kubera. Following the transaction, the resulting company would continue Freia's business operations and aim to complete a subsequent equity financing to satisfy business objectives for at least twelve months. The board of directors would consist of five members, with four nominated by Freia and one by CleanGo, and no long-term debt would be assumed by Kubera under the current agreement.

Completion of the proposed transaction is subject to satisfactory due diligence, negotiation of a definitive agreement within 45 days, and receipt of all necessary board, shareholder, and regulatory approvals. CleanGo Innovations Inc., currently focused on developing and commercializing proprietary non-toxic and biodegradable cleaning and industrial solutions, believes this acquisition will significantly enhance its market position by integrating Freia's innovative, plant-based therapeutic solutions into its portfolio. This move reflects a broader industry trend toward sustainable and natural health solutions, positioning the combined entity to capitalize on growing global demand for ethical therapeutic products. The transaction's structure, which avoids assuming long-term debt, provides financial stability while facilitating international market access for Freia's established product lines.