UNLOCKD Expands Portfolio with 1ENERGY Acquisition, Targeting Functional Wellness Market

UNLOCKD Inc., a company building a consumer platform focused on functional wellness, nutritional health, cognitive performance, and emerging consumer brands, announced a binding Letter of Intent to acquire substantially all assets associated with the 1ENERGY brand and its functional energy-shot platform. The deal, struck with XSBEV LLC and entrepreneur Christian Struzan, will make 1ENERGY the third brand in UNLOCKD's portfolio, joining revenue-generating Ancient Extracts and pre-revenue EVERMIND. The acquisition includes trademarks, formulations, product-development materials, packaging intellectual property, website and digital assets, creative content, and manufacturing and supply-chain information.

For UNLOCKD, the move represents an opportunity to acquire a substantially developed consumer platform at attractive economics rather than incurring the time and expense of building one from scratch. "We are building a real portfolio," said John P. Gorst, Chief Executive Officer of UNLOCKD. "Ancient Extracts is generating revenue. EVERMIND gives us commercialization-ready formulations and intellectual property. Now 1ENERGY gives us another developed consumer platform with significant work already completed across branding, formulation, packaging, creative and product development."

UNLOCKD intends to retain the existing brand foundation of 1ENERGY, which was developed around the consumer proposition "Energy Without the Edge." However, the company plans to move away from the historical cannabinoid formulation and evaluate a CBD-free, non-cannabinoid formulation that may incorporate functional mushrooms, adaptogens, nootropics, and other functional ingredients consistent with its broader wellness strategy. "We aren't starting with a blank sheet of paper," Gorst said. "The brand exists. The creative exists. The product-development history exists. The intellectual property and manufacturing knowledge exist. We believe our opportunity is to modernize the formulation, activate the platform and get it back into the market."

The acquisition consideration is tied to performance. Under the binding LOI, UNLOCKD may issue up to 250,000 shares of BFCH Preferred Stock as total potential consideration, with each Preferred Share convertible into two shares of BFCH common stock. Only 75,000 Preferred Shares are contemplated to be issued upon closing, with the remainder earned through milestones involving technology and commercial transition, successful CBD-free commercialization, production commencement, and achievement of $250,000 and $500,000 in cumulative gross margin. "We structured this transaction around execution," Gorst said. "The majority of the potential consideration has to be earned. If the asset transitions successfully, reaches commercial production and generates meaningful gross margin, the seller participates in that success. We believe that creates strong alignment for BFCH shareholders."

Christian Struzan is expected to remain involved in a senior strategic, brand, and creative capacity and serve as an advisor to UNLOCKD. Following successful commercialization, the parties contemplate operating 1ENERGY through a subsidiary owned 75% by UNLOCKD and 25% by Struzan. "A tremendous amount of work went into building the 1ENERGY brand," Struzan said. "What attracted me to UNLOCKD was the opportunity to combine that foundation with a public-company platform focused on commercialization and growth."

The transaction is structured as an asset acquisition, and UNLOCKD will not assume XSBEV LLC's historical liabilities except for specific obligations expressly accepted in writing. Completion remains subject to confirmatory due diligence, Board approval, verification and transfer of assets, definitive documentation, and other customary closing conditions. Additional information about the existing 1ENERGY platform is available at 1energyshot.com.

This acquisition underscores UNLOCKD's strategy of identifying brands with existing intellectual property, product development, and brand equity that can be acquired at attractive economics and activated through improved capitalization, operational execution, and commercialization. For the functional wellness industry, the deal highlights a growing trend of consolidation and repositioning toward CBD-free, adaptogen-based products. For Texas, where UNLOCKD is not headquartered but where the functional wellness market is expanding, the move could signal increased competition and opportunity for local businesses in the sector. As UNLOCKD continues to build its portfolio, the success of 1ENERGY will depend on execution and market reception.