Delivra Health Proposes Share Settlement for $90,000 in Payables

Delivra Health Brands announced on November 11, 2026 that it had entered into a shares-for-payables settlement agreement to satisfy approximately $90,000 of outstanding payables related to services provided to the company. The health and wellness consumer packaged goods company proposes to issue 9,999,999 common shares to creditors at a deemed price of $0.09 per share.

The proposed transaction remains subject to TSX Venture Exchange approval. Delivra Health said the share issuance is intended to preserve cash to fund future operations. The shares are to be issued upon exchange acceptance and will be subject to a four-month-plus-one-day statutory hold period under TSXV policies.

Directors Are Among the Creditors

The creditors include Frank Holler and Jason Bednar, both Delivra Health directors. Their participation makes the proposed settlement a related-party transaction under Multilateral Instrument 61-101 and Policy 5.9 of the TSX Venture Exchange Corporate Finance Manual.

Delivra Health intends to rely on exemptions from the formal valuation and minority-shareholder approval requirements. It said neither the fair market value of the subject matter nor the fair market value of the consideration, insofar as the transaction involves related parties, exceeds 25% of the company’s market capitalization. Directors who are independent with respect to the transaction approved the related parties’ participation.

Cash Preservation Follows a Weaker Fiscal Year

The proposal follows Delivra Health’s fiscal 2026 results, released October 28, 2026. For the year ended June 30, 2026, the company reported net revenue of $8.629 million, down 35.5% from $13.370 million in fiscal 2025. Its net loss from continuing operations widened to $2.254 million from $1.190 million. Gross profit fell to $3.335 million from $6.778 million, with gross margin declining to 39% from 51%.

Management attributed the revenue decline primarily to lower Dream Water sales in the United States as outgoing shipments to the Middle East fell during geopolitical conflict, reduced licensed LivRelief Infused sales during a transition to a new partner, and lower LivRelief sales associated with higher sales fees. Increased Dream Water sales in Canada through e-commerce partly offset those declines.

Delivra Health said expenses excluding non-cash items fell 14% to $5.237 million from $6.071 million, primarily because of cost-reduction initiatives and the timing and selection of sales and marketing programs. Operating activities used $637,000 of cash in fiscal 2026, compared with $754,000 in fiscal 2025. The reductions lowered outlays, but they did not prevent the wider annual loss.

The settlement would use newly issued equity to satisfy payables while retaining cash for operations, although completion depends on exchange acceptance. The annual results define the trade-off: Delivra Health reduced expenses and operating cash use, but still ended fiscal 2026 with substantially lower revenue and a wider loss from continuing operations.