UNLOCKD Inc., a publicly traded holding company building a diversified consumer health and wellness platform, has signed a binding Letter of Intent to acquire 100% of Ancient Extracts Ltd, operating as Ancient Extracts UK. The proposed transaction, announced through NEWMEDIAWIRE, would bring the British direct-to-consumer functional wellness business into UNLOCKD's portfolio, adding approximately $77,000 in monthly revenue, or an annualized run rate of about $920,000 based on preliminary management-provided financial information. The business is approaching the $1 million annualized revenue milestone and management views this as an early step in a substantially larger growth opportunity.
The acquisition matters because it would unite Ancient Extracts UK with UNLOCKD's existing Ancient Extracts USA business, creating a presence in both the United States and United Kingdom. This transatlantic combination could accelerate revenue growth and provide operational synergies, while also expanding UNLOCKD's reach in the functional wellness market. The company intends to outline a vision for building Ancient Extracts into a business capable of generating $100 million or more in annual revenue, supported by the scale achieved by comparable wellness brands and the broader addressable market.
Under the binding LOI dated October 26, 2026, UNLOCKD proposes to acquire 100% of Ancient Extracts UK for $1.8 million in restricted BFCH common stock, with additional founder management equity, performance-based incentives, financing-linked cash consideration, and continuing employment arrangements contemplated under the agreement. Closing is conditioned upon BFCH raising at least $500,000 in qualifying financing, completion of an acceptable financial audit of Ancient Extracts UK, satisfactory due diligence, required approvals, and execution of definitive agreements. The LOI includes a 120-day exclusivity period.
“This LOI is structured to align the transaction with execution,” said John P. Gorst, Chief Executive Officer of UNLOCKD. “The proposed acquisition provides for BFCH to acquire 100% of Ancient Extracts UK primarily through restricted common stock, with additional consideration tied to management participation, performance, and financing. Just as importantly, closing is conditioned upon qualifying capital, completion of an acceptable financial audit, satisfactory due diligence, and definitive agreements. We believe this structure establishes a clear framework for advancing the transaction while safeguarding the interests of BFCH and its shareholders.”
The structured equity transaction with defined financing, audit, and closing requirements underscores UNLOCKD's commitment to disciplined growth. The company plans to advance the required financing, financial audit, due diligence, and definitive transaction documentation in accordance with the terms of the LOI. Additional details regarding Ancient Extracts UK's operating economics, gross margins, customer retention, subscription revenue, digital marketing performance, and the broader commercial opportunity for the combined Ancient Extracts businesses are expected in a subsequent announcement on November 5, 2026.
Ancient Extracts UK is a functional wellness business offering mushroom-based products, specialty coffee formulations, Himalayan shilajit, ceremonial matcha, and other wellness products. The company operates an established direct-to-consumer e-commerce business with recurring subscription customers and a diversified product portfolio. More information about UNLOCKD is available at https://unlockdinc.com/, and about Ancient Extracts UK at https://www.ancientextracts.co.uk/.
The acquisition remains subject to its closing conditions, and there can be no assurance that the proposed transaction will be completed. Financial information concerning Ancient Extracts UK is preliminary, management-provided, and unaudited. Annualized revenue figures are extrapolated from reported monthly results and do not represent actual trailing-12-month revenue or guaranteed future performance.
