Koios Closes Acquisition of Retox Beverage Corp.

DENVER and VANCOUVER, British Columbia, April 25, 2022 (GLOBE NEWSWIRE) — Koios Beverage Corp. (CSE: FIT; OTC: FITSF) (the “Company” or “Koios”) is pleased to announce that further to the February 28, 2022 and April 6, 2022 news releases, it closed the definitive agreement (the “Agreement”) on April 22, 2022 to acquire all of the issued and outstanding securities from the shareholders of Retox Beverage Corp. (“Retox”), a privately held beverage company that is focused on the production of creative soft beverages, sodas and seltzers (the “Acquisition”).

As consideration for the Acquisition, the Company issued 15,000,000 units (“Units”) of the Company to the shareholders of Retox at a deemed value of $0.10 per Unit, for aggregate consideration of $1,500,000. Each Unit is comprised of one (1) common share (each a “Share”) and one (1) common share purchase warrant (each a “Warrant”) that is exercisable to acquire one additional Share at a price of $0.175 for a period of twelve (12) months from closing.

Koios Chief Executive Officer Chris Miller commented, “When hard seltzers first took off in the summer of 2019, many players in the beverage industry held the opinion that it was merely a seasonal fad. Hard seltzers remained popular throughout the remainder of 2019 and continued their growth through 2020 and into 2021, which suggests that this product category is here to stay. It has been interesting to see how Fit Soda™ performed during this period, launching right around the time that hard seltzers became popular. As a functional soft beverage, Fit Soda™ has proven popular in many markets across the United States between its unique benefits, appealing selection of flavours, zero calories, and no sugar content. Now that we operate our own canning facility, we have the ability to create experimental products in-house, and we could not be prouder to launch Fit Soda™ Hard as the latest addition to our portfolio of innovative beverages. I believe that Fit Soda™ Hard could be especially competitive among popular hard seltzer brands, particularly because it contains no sugar and has fewer calories per serving than hard seltzers from incumbent brands. We look forward to launching Fit Soda™ Hard in the spring for safe and responsible enjoyment by consumers aged 21+.”

Through the Company’s joint venture with Bev Creation LLC and the addition of Retox, the Company will be uniquely positioned to make and can its own alcohol line extensions. This will give Koios a formable advantage over smaller to mid-size beverage companies trying to break into the space. With the Company’s existing distribution, in-house production and experienced team, Koios believes it will be uniquely positioned to compete in this space.

None of the securities issued in connection with the Acquisition have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them have been offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Retox

Retox is a beverage company that is focused on the production of creative soft beverages, sodas and seltzers with a focus on formulating unique mixes of fruits and sodas specifically for the bar mix industry. It’s product line includes fresher, healthier and lower sugar alternatives than the current mix offerings that are not readily available in the industry.

On behalf of the Board of Directors of the Company,


“Chris Miller”

Chris Miller, CEO, and Director

For further information, please contact:

Gina Burrus
[email protected] 


About Koios Beverage Corp.

The Company is an emerging functional beverage company which has an available distribution network of more than 4,400 retail locations across the United States in which to sell its products. Koios has relationships with some of the largest and most reputable distributors in the United States, including Europa Sports, Muscle Foods USA, KeHE, and Wishing-U-Well. Koios uses a proprietary blend of nootropics and natural organic compounds to enhance human productivity without using harmful chemicals or stimulants. Koios products have been shown to enhance focus, concentration, mental capacity, memory retention, cognitive function, alertness, brain capacity and create all day mental clarity. Its ingredients are specifically designed to target brain function by increasing blood flow, oxygen levels and neural connections in the brain.

Koios produces one of the only drinks in the world infused with MCT oil. MCT oil is derived from coconuts and has been shown to help the body burn fat more effectively, create lasting energy from a natural food source, produce ketones in the brain, allowing for greater brain function and clarity, support healthy hormone production and improve immunity. For more information, please visit our website: https://www.koiosbeveragecorp.com

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this news release includes statements regarding: the overall performance of the functional beverage market, assumptions that are subject to significant risks and uncertainties, including assumptions that the Company will be able to accelerate its plans to release a “hard” Fit Soda pursuant to the acquisition of Retox. The forward-looking information reflects management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking information. Although the Company believes that the assumptions and factors used in preparing the forward-looking information are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. Factors that could cause actual results or events to differ materially from current expectations include: (i) adverse market conditions; (ii) changes to the growth and size of the functional beverage markets; and (iii) other factors beyond the control of the Company. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time, and it is impossible for the Company’s management to predict all risk factors, nor can the Company assess the impact of all factors on Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking information. The forward-looking information included in this news release are made as of the date of this news release and the Company 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 required by applicable law.

The statements in this news release have not been evaluated by Health Canada or the U.S. Food and Drug Administration. As each individual is different, the benefits, if any, of taking the Company’s products will vary from person to person. No claims or guarantees can be made as to the effects of the Company’s products on an individual’s health and well-being. The Company’s products are not intended to diagnose, treat, cure, or prevent any disease.

This news release may contain trademarked names of third-party entities (or their respective offerings with trademarked names) typically in reference to (i) relationships had by Koios with such third-party entities as referred to in this release and/or (ii) client/vendor/service provider parties whose relationship with Koios is/are referred to in this release. All rights to such trademarks are reserved by their respective owners or licensees.

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