Vicapsys Life Sciences Completes Merger with Stateline Distributors Acquires NitroMist Product

Vicapsys Life Sciences, Inc. has completed a significant merger with Stateline Distributors of Puerto Rico and has signed a definitive agreement to acquire the FDA-approved NitroMist® (nitroglycerin) lingual aerosol product, marking a strategic move to build a vertically integrated pharmaceutical manufacturing and distribution platform serving federal, tribal, and underserved markets.

The merger, executed on August 12, 2026, saw Stateline's shareholders receive shares of newly designated Series C Convertible Preferred Stock of Vicapsys Life Sciences, Inc. (OTC PINK: VICP). Vicapsys Life Sciences now owns Stateline, a DSCSA-compliant specialty pharmaceutical wholesale distributor based in San Juan, Puerto Rico. Stateline operates in compliance with the Drug Supply Chain Security Act (DSCSA) and holds Puerto Rico wholesale drug distributor and biologics licenses. It serves approximately 400 active healthcare accounts across the island and has a 50-state title model executed through third-party logistics partner Drugzone.

The combined company now has a broader reach, with Stateline's 50-state title model giving it nationwide distribution capabilities. Additionally, Vicapsys Life Sciences has entered into a strategic tribal 8(a) teaming agreement, which provides access to set-aside and sole-source federal contracting channels, including Indian Health Service pharmaceutical supply contracts. This agreement vertically integrates Stateline's licensed distribution channel with the partner's federal contracting eligibility, allowing the company to pursue set-aside solicitations and sole-source awards.

Vicapsys Life Sciences has also signed a definitive asset purchase agreement to acquire NitroMist® (nitroglycerin) lingual aerosol, NDA 021780, for a US$2.0 million convertible promissory note. The note bears simple interest at 15% per annum and matures five years from issuance. It is convertible at the holder's option into Vicapsys Life Sciences common stock at US$1.00 per share during the 36 months following issuance, with accrued interest converting together with principal. Vicapsys Life Sciences may require conversion if the volume-weighted average price of its common stock equals or exceeds US$2.50 per share for 20 consecutive trading days during that period.

The acquisition of NitroMist® is part of Vicapsys Life Sciences' strategy to build an integrated manufacturing and distribution platform serving rural, tribal, Indian Health Service, Veterans Affairs, Department of Defense, and Puerto Rico markets. The company is currently in discussions to acquire an approximately 120,000-square-foot former big-pharma API manufacturing facility in Puerto Rico, which includes approximately 50,000 square feet of cleanroom manufacturing space and approximately 70,000 square feet of warehouse and distribution space. Following restoration and requalification of the cleanrooms and an FDA inspection, the facility is expected to give Vicapsys Life Sciences the ability to manufacture NitroMist in-house, removing the company's dependence on third-party manufacturing for its lead product.

The company's strategy is to be the specialized distributor for these channels and, with in-house manufacturing, the specialized manufacturer as well. Vicapsys Life Sciences aims to respond to federal solicitations as a single integrated supplier, manufacturing the product, holding title to it, and delivering it to the point of care. The acquisition of NitroMist and the potential facility acquisition are expected to solidify Vicapsys Life Sciences' position in the pharmaceutical market and enhance its ability to serve underserved markets.