UNLOCKD Inc., a company building a consumer platform focused on functional wellness, nutritional health, cognitive performance and emerging consumer brands, announced on September 15, 2026, that it has entered into a binding Letter of Intent to acquire substantially all assets associated with the 1ENERGY brand and functional energy-shot platform. The acquisition would make 1ENERGY the third brand in UNLOCKD’s portfolio, joining revenue-generating Ancient Extracts and EVERMIND, a pre-revenue functional wellness platform being prepared for commercialization.
The contemplated transaction includes the 1ENERGY trademarks, formulations, product-development materials, packaging intellectual property, website and digital assets, creative content, manufacturing and supply-chain information, and other assets developed around the brand. UNLOCKD CEO John P. Gorst said the opportunity is straightforward: acquire a substantially developed consumer platform at what management believes are attractive economics rather than incur the time and expense required to recreate those assets independently.
“We are building a real portfolio,” Gorst said. “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.” He added that when meaningful time and capital have already gone into developing an asset, but the business has not reached its commercial potential, there can be an opportunity for UNLOCKD to acquire that foundation at a fraction of what it might cost to recreate independently.
1ENERGY was developed around the consumer proposition “Energy Without the Edge.” UNLOCKD intends to retain and build upon the existing brand foundation while moving away from the historical cannabinoid formulation. The company plans to evaluate a CBD-free, non-cannabinoid formulation that may incorporate functional mushrooms, adaptogens, nootropics and other functional ingredients consistent with UNLOCKD’s broader wellness strategy. Management believes the product requires targeted formulation work rather than development of an entirely new consumer platform.
“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.”
Under the binding LOI, UNLOCKD may issue up to 250,000 shares of BFCH Preferred Stock as total potential acquisition consideration. Each Preferred Share is contemplated to be convertible into two shares of BFCH common stock, subject to applicable terms and governing documents. Only 75,000 Preferred Shares are contemplated to be issued upon closing. The remaining potential consideration must be earned through defined milestones involving complete technology and commercial transition, successful CBD-free commercialization and commencement of production, and ultimately 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, the entrepreneur and brand strategist behind 1ENERGY, is expected to continue contributing to the brand in a senior strategic, brand and creative capacity and to 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, subject to definitive documentation and future dilution provisions.
“A tremendous amount of work went into building the 1ENERGY brand, from product development and formulation to packaging, creative strategy and the broader consumer proposition,” 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. UNLOCKD will not acquire XSBEV LLC and does not intend to assume its historical liabilities except for specific obligations expressly accepted by the Company in writing. Completion remains subject to confirmatory due diligence, Board approval, verification and transfer of the acquired assets, definitive transaction documentation and other customary closing conditions.
For the Long Beach area and the broader functional wellness industry, the deal signals continued consolidation and repositioning of consumer brands. UNLOCKD’s strategy of acquiring developed platforms and modernizing them could offer a template for other companies seeking to enter the functional energy and wellness space without building from scratch. Additional information about the existing 1ENERGY platform is available at 1energyshot.com, and more about UNLOCKD can be found at unlockdinc.com.
