The acquisition of 3DBT for the consideration amount is to be satisfied by the issuance to the sellers of a total of 33,900,003 consideration shares at 7.37 pence per share.
A spin-out from Newcastle University (UK), 3DBT is a biotechnology start-up focused on biological tissue material production, such as human skin and lab-grown meat, for clinical and consumer use.
It has developed ‘tissue templating’, an engineering platform, to help in the production of different animal tissue types for several uses.
3DBT applies bio-focused manufacturing processes to produce complex structures such as corneas for the human eye.
The company has developed City-mix serum-free media for culturing muscle and fat cells that can be used for producing leather and lab-grown meat.
The Lipopeptide Etsyl is a skin care product that stimulates collagen production in human skin cells and can be used as an active ingredient in topical dermatological products and cosmetics skin-care products.
BSF also proposes for placement of new ordinary shares to raise funds of up to $2.34m (£1.75m) to finance the next phase of its development including marketing and sales avenues for serum alternatives and cosmetics, as well as d for working capital.
The acquisition deal is conditional, inter alia, on a successful share placement.
BSF Enterprise said: “Should the Acquisition complete, it will constitute a Reverse Takeover under the Listing Rules and accordingly the Company intends to apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.
“The Company’s shares remain suspended from trading pending the publication of a prospectus prepared in accordance with the Prospectus Regulation Rules of the FCA and approved by the FCA, or an announcement that the Acquisition is not proceeding.”