The agreement is structured as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code, with consideration consisting solely of voting stock of the acquirer and no cash component. No deal value, implied equity value, or valuation multiple was disclosed in the filing; the exhibit does not reference any independent valuation, fairness opinion, or per-share price for either company. Of the 62,223,000 Acquisition Shares issued, Exousia Pro Holding Management, LLC ("EPHM"), a subsidiary of Exousia Pro, Inc. (formerly Marijuana, Inc., ticker MAJI), received 41,223,000 shares, and Progenicyte Japan CO., LTD. received 21,000,000 shares. The 8-K states that EPHM's resulting stake represented approximately 58.89% of the Company's outstanding common stock, constituting a change of control because prior controlling shareholder Zhang Shengwu no longer held majority ownership after the issuance.

In connection with the closing, Zhang Shengwu resigned as the Company's sole officer and director and was replaced by Matthew Dwyer, who had served since April 2025 as President of Exousia Pro, Inc. (MAJI). The 8-K states the board pursued the acquisition "after investigating the Exousia Ai opportunity" and determining it was in the best interests of the Company and its shareholders, without further elaboration on strategic rationale, projected synergies, or financial impact; no such figures are disclosed anywhere in the filing. The Reorganization Agreement also disclosed that Exousia Ai received Orphan Drug Designation from the FDA in November 2025 for its exosome-based treatment of malignant glioma (glioblastoma multiforme), a designation the combined company said "opens opportunities for advancing Exousia Ai's cancer therapy as it moves into the next clinical phases."

The 8-K stated that audited financial statements of Exousia Ai and pro forma financial information would be filed by amendment no later than 71 days after closing; the agreement separately required shareholders to deliver audited financials for fiscal years 2024 and 2023 within 75 days of closing. No goodwill, purchase-price allocation, or pro forma combined financial figures tied to the acquisition were located in the Company's subsequent quarterly filings reviewed. The Plan of Reorganization does not name any financial advisor or law firm representing either party, and no legal or financial advisors have been identified in any filing reviewed for this transaction.

A material post-closing development occurred on March 14, 2026, when the Company (by then renamed Exousia Bio, Inc.) entered into a Rescission Agreement and Mutual Release with Progenicyte Japan CO., LTD., disclosed in the Form 10-Q for the quarter ended November 30, 2025 (filed March 17, 2026). Under that agreement, "based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement was cancelled," and the Company and Progenicyte mutually released all claims against each other. This reduced the scope of the original stock-for-stock consideration by roughly one-third of the shares originally issued, leaving EPHM as the remaining counterparty shareholder from the original transaction. No restated change-of-control percentage following the share cancellation was disclosed in the filings reviewed.

The transaction has closed; it is not pending regulatory approval, as no regulatory review was required or referenced in any filing (the 8-K explicitly states the parties "closed the Reorganization Agreement" on November 17, 2025). Separately, the registrant filed a Form 15-12G on August 31, 2026 to terminate its Securities Exchange Act registration, which is a deregistration event unrelated to deal approval and does not itself indicate the underlying reorganization was unwound; the only identified unwind of consideration is the partial share cancellation under the March 2026 Rescission Agreement described above.