Vitalist Inc. Expands Global Wearable Footprint via Acquisition of Somatix, Adding Medical Grade AI and Remote Patient Monitoring to VitalOS™
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CALGARY, Alberta, March 31, 2026 (GLOBE NEWSWIRE) -- Vitalist Inc. (TSX-V: VITA.V) ("Vitalist"), a wearable operating-system focused technology company, today announced that it has entered into a definitive merger agreement dated March 30, 2026 (the "Merger Agreement") to acquire 100% of the issued and outstanding equity securities of Somatix, Inc. ("Somatix"), a New York-based medical technology company focused on AI-powered remote patient monitoring (the "Transaction").
This acquisition marks the next phase of Vitalist's growth by adding to the VitalOS operating system and expanding the serviceable market from retail consumers and enterprise users into clinical environments. By adding Somatix's medical grade analytics to VitalOS, Vitalist is building one connected platform that can power wearables across retail, enterprise, and healthcare.
The Somatix acquisition complements Vitalist's strategic direction in developing a multi-faceted wearable ecosystem.
- Retail Consumer - VitalOS will power Reebok-branded smartwatches and other consumer devices, delivering long battery life and highly customizable experiences to the mass market.
- Enterprise OS - VitalOS is licensed as a white-label operating system that helps third-party brands launch differentiated wearables quickly, without rebuilding core software from scratch. Vitalist is demonstrating this through its previously announced partnership with Benio, where VitalOS will serve as the foundational software for Benio's specialized wearable solutions.
- Medical Technology - Somatix's AI-driven remote patient monitoring and clinical analytics will run on VitalOS, enabling hospitals, senior living facilities, home care companies, and other healthcare providers to deploy medical-grade wearables on the same core platform.
Integrating Clinical Intelligence into the VitalOS Ecosystem
The addition of Somatix brings a predictive brain to the Vitalist hardware portfolio. Somatix’s SafeBeing™ platform uses patented algorithms to analyze Activities of Daily Living (ADLs) in real time. Unlike standard trackers, this technology detects subtle gestures to monitor hydration, smoking, medication adherence, and fall detection.
By running this clinical-grade intelligence on the battery-efficient VitalOS™, which offers up to 10 days of power, Vitalist will provide a more robust and reliable solution for users ranging from fitness enthusiasts to clinical patients.
Strengthened Leadership and Medical Expertise
Upon closing of the Transaction (the "Closing"), Vitalist will add to its leadership team to support this expanded strategic focus:
- Dr. Charles Herman will be appointed as Chief Science Officer of Vitalist and will continue to serve as CEO of Somatix. Dr. Herman is a distinguished surgeon and healthcare executive with over 20 years of experience in clinical practice and medical technology innovation. In addition to his leadership at Somatix, Dr. Herman serves as a Portfolio Manager at Forefront Analytics, where he applies quantitative insights to healthcare investments. He previously served as Chief Medical Executive for multiple healthcare systems and has held executive leadership and faculty positions at major medical institutions and universities. Dr. Herman holds an M.D. from Albany Medical College in New York and an M.B.A. from the Wharton School of the University of Pennsylvania, where he is a Palmer Scholar.
- Nick Padula joins the executive team as President of Somatix and Chief Revenue Officer of both Somatix and Vitalist. Mr. Padula is a senior executive with over 30 years of experience driving market share growth and operational excellence across major healthcare and medical technology firms. He has previously held senior leadership roles at Philips Healthcare, GE Healthcare, and Health Recovery Solutions, where he led large-scale commercial organizations and successfully integrated complex global acquisitions
"Closing this acquisition is a milestone that establishes the medical pillar of our VitalOS strategy" said Kalvie Legat, CEO and Director of Vitalist. "We are evolving from a smartwatch company into a multi-pillar ecosystem company. VitalOS will power compelling consumer experiences with our Reebok partnership and white-label customers; by adding Somatix, we can now bring medical grade analytics to the same platform. This lets us serve a broader market - from fitness enthusiasts to seniors in long term care, with one scalable operating system. We are excited to work with Dr. Herman and Nick Padula to accelerate commercialization across all three pillars."
Particulars of the Transaction
The Transaction is being completed by way of a reverse triangular merger under the Delaware General Corporation Law. Vitalist’s wholly owned subsidiary, Vitalist US, Inc., will merge with and into Somatix, with Somatix continuing as the surviving corporation and a wholly owned subsidiary of Vitalist. The merger will become effective at the time of filing of the certificate of merger (the "Effective Time").
Consideration and Share Issuance
Pursuant to the terms of the Merger Agreement, Vitalist expects to issue an aggregate of approximately 15,581,858 common shares (the "Consideration Shares") to the stockholders of Somatix (the "Target Stockholders").
The Consideration Shares are issued at a deemed issue price (the "Deemed Issue Price") of CA$0.79 per share, representing the 90-day volume-weighted average price ("VWAP") of the Company’s common shares for the period ending March 30, 2026. This equates to an aggregate deemed consideration value of approximately CA$12.31 million.
The aggregate merger consideration (the "Merger Consideration") is structured to result in the Target Stockholders holding 20% of the issued and outstanding common shares of Vitalist on a fully diluted basis (as defined in the Merger Agreement) immediately following the Closing. On a non-diluted basis, the Target Stockholders will hold approximately 23.4% of Vitalist's issued and outstanding common shares. To the knowledge of the Company, no new "Control Person" (as defined in the policies of the Exchange) will be created as a result of the Transaction.
Net Capital Adjustment and Conditions
The Transaction includes a net capital adjustment mechanism. The Merger Consideration is subject to a dollar-for-dollar adjustment based on Somatix's closing net capital (the "Closing Net Capital") comprising closing cash plus working capital, minus indebtedness and transaction expenses, relative to a net capital target (the "Net Capital Target") of US$3,500,000. If the Closing Net Capital is less than the Net Capital Target minus a variance allowance of US$200,000, the number of Consideration Shares shall be reduced by an amount equal to such deficiency divided by the Deemed Issue Price. Either party maintains a right to terminate the Merger Agreement if the Closing Net Capital deficiency exceeds the US$200,000 variance threshold.
Escrow and Lock-Up Provisions
A total of 12.5% of the Consideration Shares will be deposited into escrow with Endeavor Trust Corporation to secure certain indemnification obligations for a period of 18 months following the Closing. Additionally, certain significant persons of Somatix will enter into lock-up agreements (each, a "Lock-Up Agreement") restricting the resale of their shares for the greater of any TSX Venture Exchange (the "Exchange") imposed escrow and as follows (i) 25% for 12 months, (ii) 25% for 18 months, and (iii) 50% for 24 months, following the Closing. In accordance with applicable Canadian securities laws, all Consideration Shares issued to Target Stockholders will be subject to a statutory four-month-and-one-day hold period from the date of issuance. The Consideration Shares are also subject to applicable resale restrictions under U.S. securities laws.
Funding Commitment and Board Nomination
For the 12 month period following the Closing, Vitalist has committed to allocate not less than US$1.5 million to the development and operation of the medical sector platform. Furthermore, the former Target Stockholders will have the right to designate one individual for appointment to Vitalist’s Board of Directors (the "Target Director"), and Vitalist will nominate two individuals designated by the former stockholders for election at the next annual meeting, inclusive of the Target Director. As of the date hereof, Somatix has not designated a Target Director.
Finder’s Fees
Kier Advisory Services (“Kier”) acted as financial advisor on behalf of Vitalist and Kingswood Capital Partners, LLC ("Kingswood") acted as financial advisor on behalf of Somatix. Kingswood will receive Vitalist shares equivalent to US$50,000 and US$100,000 in cash conditional upon the Closing of the Transaction. No other fees paid to Kier or Kingswood are contingent on Closing.
Approval and Governance
The Transaction is an arm’s length transaction. Completion remains subject to the final approval of the Exchange and the satisfaction of customary closing conditions. While the Company has applied for Exchange approval, there can be no assurance that the Transaction will be completed as proposed or at all. To the knowledge of the Company, no new "Control Person" will be created as a result of the Transaction.
About Somatix Inc.
Somatix is a Delaware-incorporated medical technology company specializing in AI-powered Remote Patient Monitoring. Its proprietary SafeBeing™ platform uses patented algorithms to analyze ADLs (Activities of Daily Living) in real-time, including medication adherence, fluid intake, and fall detection, primarily serving the elderly care and chronic disease management markets. For the fiscal year ended December 31, 2025, Somatix reported revenues of approximately US$0.11 million, a net loss of approximately US$3.05 million, and total assets of approximately US$2.33 million.
About Vitalist Inc.
Vitalist Inc. is an innovative technology provider that helps brands build better products. Through VitalOS™, brands create seamlessly connected devices and applications that adapt to each user. By uniting hardware and software with intelligent analytics, we're building an ecosystem of personalized solutions that enhance human potential.
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Press Contact
Kalvie Legat, CEO
+1 403 560-9635
ir@vitalist.ca
Walter Frank
IMS Investor Relations
+1 (203) 972-9200
vitalist@imsinvestorrelations.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities described in the press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of applicable United States securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, “potential”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release includes forward-looking information with respect to the completion of the proposed acquisition of Somatix by Vitalist; the anticipated structure of the transaction as a share exchange; the appointment of Charles Herman as Chief Science Officer of Vitalist and Nick Padula as Chief Revenue Officer; the anticipated timeline for the execution of definitive agreements; the potential to expand the market for Vitalist and VitalOS, particularly into medical channels; and the expected benefits, synergies, and acceleration of commercialization resulting from the transaction.
Although Vitalist believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Vitalist cannot give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. A detailed description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Vitalist’s most recent management’s discussion and analysis on the SEDAR website at www.sedarplus.ca.
Although Vitalist has attempted to identify in its public disclosure important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the risk factors in its public disclosure may not be exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of Vitalist as of the date of this press release and, accordingly, is subject to change after such date. However, Vitalist expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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