EX-4.8





 Exhibit 4.8 

MATERIAL CHANGE REPORT 

Regulation 51-102 Respecting Continuous Disclosure Obligations Form
51-102F3 
  

	ITEM 1  -	 NAME AND ADDRESS OF COMPANY 



Neptune Wellness Solutions Inc. (formerly Neptune Technologies & Bioressources Inc.) 

(“Neptune”) 

545 Promenade du Centropolis 

Suite 100 
 Laval, Québec

 H7T 0A3 
  

	ITEM 2  -	 DATE OF MATERIAL CHANGE 



February 10, 2021 
  

	ITEM 3  -	 NEWS RELEASE 



Neptune issued a press release with respect to the material change described below on February 10, 2021 via Globenewswire. 

 

	ITEM 4  -	 SUMMARY OF MATERIAL CHANGE 



Neptune announced that it completed the acquisition of a controlling interest in Sprout Foods, Inc., a portfolio investment of Morgan Stanley
Expansion Capital. 
  

	ITEM 5  -	 FULL DESCRIPTION OF MATERIAL CHANGE 



5.1 Full description of material change 

Neptune announced that it completed the acquisition of a controlling interest in Sprout Foods, Inc. (“Sprout”), a portfolio
investment of Morgan Stanley Expansion Capital (“MSEC”). As part of the transaction, investment funds managed by MSEC will become a major shareholder in Neptune and partner with the company to grow Sprout within Neptune’s brand
portfolio of consumer product goods. 
 Neptune is taking a controlling and management interest in Sprout, an organic plant based baby food
and toddler snack company with USD$28 million in annual net revenues. Sprout was founded in 2008 and is one of the fastest growing organic brands on Amazon. Through the acquisition of Sprout, Neptune accelerates its ongoing transformation into
a disruptive consumer packaged goods company, providing customers with innovative health and wellness brands that harness the power of plant-based super ingredients. Sprout has been a portfolio company of investment funds managed by MSEC since 2018.

 Sprout Acquisition Details 
  

	 	•	 	 Neptune has acquired a 50.1% interest in Sprout. Sprout will operate as a subsidiary of Neptune Wellness
Solutions. 















	 	•	 	 The transaction consideration includes a USD$6M cash payment, and the issuance of 6,741,573 Neptune common shares
having a value of USD$12.0M. Additionally, Neptune is guaranteeing a USD$10M note issued by Sprout in favor of MSEC. 


  

	 	•	 	 MSEC, an investment team within Morgan Stanley Investment Management, has been providing tailored capital
solutions for growth companies for over three decades. 


  

	 	•	 	 The Company expects the Neptune/Sprout combination to result in significant incremental revenue growth for both
companies with several near and long-term revenue synergy opportunities identified as well as an exciting new product pipeline to be launched under the Sprout brand. 



 

	 	•	 	 Sprout is one of the largest independent organic baby food and toddler snacking companies, with roughly
USD$28 million in annual net revenue. Sprout is currently the #4-top selling organic baby food brand on Amazon, with line of sight to a top 3 position. 



 

	 	•	 	 Sprout’s three main brands are Sprout, Nosh and NurturMe. These brands are currently carried in leading
retailers including Publix, Wegmans, HEB, Target, and more. 


  

	 	•	 	 Sprout’s current management team, including CEO Capp Culver, will remain with the company



 5.2 Disclosure for restructuring transactions 

Not applicable. 
  

	ITEM 6  -	 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT
51-102 


 Not applicable. 

 

	ITEM 7  -	 OMITTED INFORMATION 



Not applicable. 
  

	ITEM 8  -	 EXECUTIVE OFFICER 



For further information, contact Christopher Piazza, Assistant Corporate Secretary of Neptune at (514)
214-2061. 
  

	ITEM 9  -	 DATE OF REPORT 



February 18, 2021. 

  
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