TopGum Completes U.S. Acquisition of PL Developments Valued at Up to USD 35 Million

Strategic Rationale

The combination of TopGum and PLD's gummy operations addresses two major structural shifts in the U.S. consumer health market: the accelerating migration of both VMS and pharmaceutical products into gummy and other enjoyable dosage forms and the rising retailer and brand demand for U.S.-based supply chains. TopGum estimates that the pharmaceutical gummy market is expected to follow a similar accelerated growth trajectory to the one experienced by the dietary supplements market over the past 15 years, during which the gummy format became the leading dosage form.

For TopGum, the transaction:

• Strengthens TopGum's position as a leading innovative company and establishes it as a pioneer in the pharmaceutical gummy space.
• Establishes a U.S. manufacturing presence for the first time, shortening lead times and bringing the company closer to its largest customer base.
• Creates meaningful expansion headroom - the facility's existing infrastructure supports more than a doubling of production capacity through additional lines, without significant incremental capital investment.
• Creates a global, state-of-the-art manufacturing platform across Israel, Canada, and the United States – enabling TopGum to meet the needs of leading U.S. VMS, healthcare and retail partners.

For PLD, the transaction:

• Redeploys a specialized manufacturing asset to a category-dedicated operator, while preserving and expanding PLD's ability to bring high quality gummy products to its customers.
• Secures privileged access to TopGum's global portfolio and development pipeline for PLD's U.S. partners.
• Enables PLD to serve accelerating retailer demand for gummy formats, across VMS and drug categories.

Commercial Partnership

In parallel with the acquisition, TopGum and PLD have entered into a long-term strategic partnership for the commercialization of TopGum's dietary supplement and pharmaceutical gummy portfolio to leading U.S. retailers under store-brand labels. PLD will leverage its established retail relationships and packaging operations to bring TopGum-manufactured products to market.

— Eyal Shohat, Chief Executive Officer, TopGum, commented:

"This is a strategic transaction that gives TopGum a unique foothold in the emerging pharmaceutical gummy market and reinforces its positioning as an innovative, leading company in its field. The transaction positions TopGum as a unique player with an advanced global manufacturing platform, built to serve the largest dietary supplement brands in the U.S. with local manufacturing. Partnering with PLD, one of the leading generic pharmaceutical companies in the U.S., gives us access to leading U.S. retail chains and accelerates our growth in this market. The fact that a significant portion of the consideration is contingent and share-based reflects PLD's confidence in TopGum's strategy, capabilities and long-term growth trajectory. The pharmaceutical gummy category is in its earliest innings, and we believe it will follow the same arc the dietary supplement market followed over the past 15 years, when the gummy format became the dominant one. We view the completion of the transaction as a significant milestone in TopGum's growth trajectory, and we are at the beginning of a new chapter in the Company's accelerated expansion as we continue our journey to become a leading player in healthcare products built on enjoyable, advanced delivery systems."

— Evan Singer, President, P&L Development, commented:

"At PLD, we see gummies as an emerging platform for delivering healthcare across vitamins, minerals and supplements (VMS) and pharmaceutical products, which customers and consumers are increasingly asking for. This transaction gives us the ability to serve that demand at an even more aggressive speed and scale, by partnering with a world-class gummy manufacturing & development company. The deal structure itself is creative and delivers on two priorities at once: putting a purpose-built, FDA-compliant gummy manufacturing platform into the hands of a global category leader who will scale it, while securing PLD privileged access to TopGum's portfolio and development pipeline for our U.S. customers. We expect to be bringing TopGum products to our retail partners in the coming months."

Pipeline and Regulatory Pathway

The acquired operation has a development pipeline spanning both dietary supplements and pharmaceutical gummies, with several products nearing commercial launch. In partnership with one of the world's largest pharmaceutical companies - which is funding the development work - the operation is also advancing products under the OTC monograph framework and the FDA's 505(b)(2) pathway, which enables approval of new dosage forms of existing drugs and provides a minimum of three years of marketing exclusivity. These pharmaceutical gummy products are currently targeted to launch in 2027 and 2028 under the partner's brands, with TopGum serving as exclusive manufacturer.

TopGum is also evaluating certification of the facility under additional regulatory regimes, including Australia's Therapeutic Goods Administration (TGA), which would open access to Australian and adjacent markets.

Transaction Terms

The consideration, funded by TopGum's existing resources, comprises:

• US$ 10 million in cash at closing
• 1,893,060 shares valued at approximately US$ 8 million at closing (based on a price of NIS 13 per share)
• Up to 4,022,751 additional shares (valued at up to US$ 17 million) as contingent consideration, payable upon achievement of agreed commercial and regulatory milestones

On a fully diluted basis, assuming achievement of all milestones, P&L Development will become a major shareholder of TopGum, holding approximately 4% of the company's equity.

TopGum has also agreed to act for the appointment of Asaph Naaman, Chief Financial Officer of PL Developments to its Board of Directors, subject to applicable law and required approvals.

TopGum 2026 Outlook

TopGum expects 2026 to be a transition year focused on integrating the acquired operation into its North American platform. Revenue from the acquired operation is expected to be in the low single-digit millions in 2026, with a negative EBITDA contribution of approximately $2 to $3 million — typical of an integration year — with the operation expected to generate its full earnings power in subsequent years.

The acquisition was completed during a period of accelerated growth for TopGum. The company reached an annualized revenue run-rate of approximately $120 million in the second half of 2025, supported by the completion of the Island Abbey acquisition in Canada in early 2025, the November 2025 commercial commissioning of TopGum's new manufacturing facility in Sderot, Israel, and a series of strategic supply agreements with leading customers in North America. With this transaction, TopGum's global manufacturing footprint now spans Israel, Canada, and the United States.

About TopGum

Founded in 2004, TopGum is a global leader in the manufacturing of dietary supplements in gummy dosage form, with products sold worldwide. The company's manufacturing facilities are located in Israel, Canada, and - following the completion of this transaction - the United States. TopGum employs more than 400 people and is listed on the Tel Aviv Stock Exchange. Its principal shareholders include founder and President Hai Hayon, Roi Lusternik, and institutional investors. Raviv Zoller serves as Chairman, having assumed the role in January 2026. Eyal Shohat is Chief Executive Officer.

About P&L Development

PL Developments is a family-owned U.S. pharmaceutical and consumer healthcare contract development and manufacturing organization (CDMO) headquartered in Westbury, New York and Miami, Florida. PLD develops, manufactures, packages, and distributes more than 450 products across over 2,000 SKUs for leading U.S. retailers and global brand partners, operating from FDA-registered facilities in Westbury, New York; Doral, Florida; Greenville, South Carolina; and Los Angeles, California. With more than 1,500 associates across more than 2 million square feet of U.S.-domiciled pharmaceutical manufacturing, packaging, and distribution facilities, PLD is a trusted CDMO partner to every major U.S. retail chain offering store-brand consumer healthcare products and to many of the world's largest consumer healthcare companies.

For more information, contact:

Company contact:
TopGum Industries, Ltd.
Inbal Nahmias
Head of Global Marketing and Sustainability
Email: inbaln@tgum.com 
Web: www.topgummiceuticals.com
Nir Ogolnik
Email: niro@tgum.com 

Press Contact:
NutriPR
Liat Simha
Tel: +972-9-9742893
E-mail: liat@nutripr.com 
Twitter: @NutriPR_

P&L Development
press@pldevelopments.com

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SOURCE TopGum Industries, Inc.