Algernon Pharmaceuticals Inc. has entered into share exchange agreements to acquire 100% of NoBrainer Imaging Centers, Inc. (NIC), marking the company's strategic entry into the Alzheimer's Disease (AD) diagnostic and treatment market. The transaction, announced on May 13, 2025, provides Algernon with exclusive master franchise and licensing rights to establish AD screening, diagnostic, and treatment centers throughout Canada and in multiple U.S. markets, including Florida and Los Angeles.
The acquisition represents a significant expansion of Algernon's neurological research programs, with plans to establish both company-owned clinics and sell individual franchise licenses for rapid expansion across North America.
Comprehensive Alzheimer's Care Model
Algernon plans to launch what it describes as the world's first dedicated AD diagnostic and treatment medical clinics, offering a comprehensive suite of services under one roof. These clinics will provide:
- Cognitive and genetic screening, including APOE genetic testing to identify predisposition to AD
- Laboratory-developed blood tests for early detection of phosphorylated tau protein, an established biomarker for AD
- Advanced PET scan imaging using the Positrigo NeuroLF brain PET system, recently cleared by the U.S. FDA
- Infusion of FDA-approved therapies covered by Medicare and Medicaid
- Personalized wellness, nutrition, and longevity programs
The cornerstone of these clinics will be the ultra-compact Positrigo NeuroLF brain PET scanner, which detects amyloid plaque buildup associated with Alzheimer's disease. This diagnostic capability is critical for patients to qualify for the recently approved monoclonal antibody treatments Kisunla (Eli Lilly) and Leqembi (Eisai and Biogen), which clear amyloid plaque from the brain and slow disease progression.
"The concept of building Alzheimer's Disease focused diagnostic and treatment clinics that offer a comprehensive package of medical services, including AD screening, brain specific PET scan imaging, and multiple treatment options, is a unique and exciting approach to help fight this devastating disease," said Christopher J. Moreau, CEO of Algernon Pharmaceuticals.
Addressing a Critical Market Gap
The acquisition positions Algernon to capitalize on a significant gap in the healthcare market. The recent FDA approvals of AD antibody therapies have created an urgent need for brain-specific PET scans, which are required before treatment can begin. However, the current number of full-body PET/CT scanners in the U.S. is insufficient to meet this demand.
According to company data, approximately 7 million Americans and 750,000 Canadians are living with Alzheimer's disease, numbers expected to double by 2030. With an estimated 45% of AD patients having early-stage disease and therefore eligible for treatment, the market for PET scans at approximately $5,000 per scan is projected to exceed $18 billion.
The market opportunity has been further expanded by the U.S. Centers for Medicare and Medicaid Services' recent decision to lift their coverage limit of only one beta-amyloid PET scan per lifetime for AD patients, allowing physicians to order multiple scans for disease staging and monitoring.
Expansion Plans and Market Strategy
Algernon plans to open its first company-owned comprehensive AD medical clinic in Florida in Q4 of this year. Following an initial startup phase, the company aims to scale operations with 10 additional corporate-owned sites and 10 franchise locations in 2026.
In Canada, where the Positrigo NeuroLF PET system and the antibody therapies are not yet approved, initial clinics will focus on providing Alzheimer's cognitive screening, genetic testing, blood testing, and health counseling. Canadian patients identified as having a higher risk of AD will be offered the opportunity to travel to Algernon's U.S. clinic locations for PET scan imaging and treatment.
Beyond patient care, the company sees additional revenue opportunities in providing PET scan imaging services to pharmaceutical companies conducting clinical trials for the 162 AD drugs currently under development. The PET system can also diagnose other neurological conditions, including other forms of dementia, epilepsy, neuro-oncology, and movement disorders.
Transaction Details
Under the terms of the agreements, Algernon will issue to NIC shareholders 4,500,000 common shares and 9,000,000 common share purchase warrants on the closing date, plus 450,000 preferred shares to be issued within six months following shareholder approval.
The warrants will have a tiered exercise price structure, starting at $0.15 per common share for the first 12 months, increasing to $0.25 for the following 12 months, and finally to $0.50 for 36 months thereafter.
The transaction is subject to approval from the Canadian Securities Exchange and is expected to close within five business days of the announcement. Algernon has also received an option to acquire 20% of the issued and outstanding shares of NoBrainer Alzheimer's Treatment Centers, Inc. (NATC) for additional equity, subject to CSE approval.
Scientific Context and Treatment Landscape
The acquisition comes at a pivotal time in Alzheimer's research and treatment. Recent studies suggest that early intervention with anti-amyloid drugs may not only slow progression but potentially prevent the disease in high-risk individuals.
Dr. Howard Fillit, MD, Co-Founder and Chief Science Officer at the Alzheimer's Drug Discovery Foundation, noted: "We've entered into a new era of Alzheimer's research where we can not only modify the course of the disease, but where prevention is possible with therapeutic intervention."
The global economic burden of AD was estimated at $1 trillion in 2019 and is projected to reach $10 trillion by 2050, according to a 2024 article published in Scientific American. This underscores the urgent need for improved diagnostic capabilities and treatment options.
While pursuing this new business initiative, Algernon will continue to maintain and advance its current drug development research programs, including its work on restoring brain function following stroke and traumatic brain injury through its subsidiary Algernon Neuroscience.
