Lucid Adds Potential for Neurodegenerative
Disease Treatments and Mental Health in a Novel Way
FSD Pharma Inc. (NASDAQ: HUGE) (CSE: HUGE) (FRA: 0K9) (“FSD
Pharma” or the “Company”), a life sciences holding
company dedicated to building a portfolio of assets and biotech
solutions, is pleased to announce the completion of the previously
announced acquisition of 100% of the issued and outstanding shares
of Lucid Psycheceuticals Inc. (“Lucid”), a Canadian-based
specialty psychedelic pharmaceutical company focused on the
development of therapies to treat critical neurodegenerative
diseases, for approximately CAD$11.3 million (US$8.9 million) in
FSD Pharma stock (the “Transaction”).
In connection with the transaction, Dr. Lakshmi P. Kotra,
B.Pharm.(Hons), Ph.D., Lucid’s co-founder, Senior scientist at
Krembil Brain Institute, University Health Network (“UHN”),
and Professor of Medicinal Chemistry at the University of Toronto,
has joined FSD Pharma as CEO of Lucid, which will be the Company’s
wholly-owned subsidiary. In that newly created role, he will
continue to assess and advance FSD Pharma’s innovative drug
development programs.
“The acquisition of Lucid represents a positive and exciting
step in pursuit of our strategic objectives at FSD Pharma, as we
advance a diversified pipeline of novel, patent-protected drug
candidates. These are leading edge molecules to target therapies
for mental health disorders and neurodegenerative diseases in a
totally unique way, through the regulatory process,” said Anthony
Durkacz, Interim CEO of FSD Pharma. “We are excited that Dr. Kotra,
an award-winning researcher and accomplished executive with
experience in drug discovery and clinical development, will now be
leading this effort.”
Dr. Kotra commented, “Energized by the tremendous opportunity
that the combination of the two companies represents, I am thrilled
to join the FSD Pharma team at this pivotal time as it works to
accelerate the development of a robust pipeline of innovative
treatments that address significant unmet needs in
neurodegenerative and mental health disorders. Lucid recently
licensed novel compounds from UHN for the potential treatment of
neurodegenerative disorders, such as multiple sclerosis, and is
also developing a psychedelics-class of compounds for mental health
disorders. These add to the current anti-inflammatory pipeline
under development at FSD. As we move forward, we will be adding
complementary expertise to the Company’s team, as well as
partnering with experienced organizations globally. We are laser
focused on completing advanced preclinical studies and scale-up
activities to successfully move FSD Pharma’s assets through the
clinical trials. This transformative transaction is a mutually
synergistic step toward addressing total brain health, and the
Company’s team is excited at the new possibilities and
therapeutics.”
Hance Clarke, M.D., Ph.D., an anesthesiologist, renowned pain
specialist, Director of Pain Services at Toronto General Hospital,
and expert scientific advisor for Lucid, said, “I am pleased to see
FSD Pharma and Lucid combining expertise to fuel research and
development efforts for novel therapies. Lucid has a truly exciting
pipeline and stellar team leading the progress of novel
therapeutics for mental health and neurodegenerative
disorders.”
Eleanor N. Fish, Ph.D., Professor, University of Toronto Faculty
of Immunology and Emerita Scientist, UHN, who is a world-renowned
immunologist and cytokines expert, commented, "I am delighted at
the news of FSD Pharma’s acquisition of Lucid, which under Dr.
Kotra’s leadership, is developing exciting technologies for the
treatment of multiple sclerosis and mental health challenges. I am
very hopeful these next generation therapeutics will reach patients
to address this unmet clinical need.”
“Congratulations to Lucid and FSD Pharma on taking this
important step to accelerate potential treatment options for
patients with multiple sclerosis based on technology developed at
UHN. Working with our industry partners on moving our research
forward means working together to create a healthier world,” says
Mark Taylor, Director, Commercialization, University Health
Network.
Transaction Details
The Transaction was completed by way of a three-cornered
amalgamation between Lucid, the Company and a wholly-owned
subsidiary of the Company. The Transaction involved the issuance of
approximately 4.5 million Class B subordinate voting shares in the
capital of FSD Pharma (each, an “FSD Share”) as the
acquisition consideration, with a deemed aggregate purchase price
of approximately CAD$11.3 million (US$8.9 million based on an
exchange rate of US$1 to CAD$1.2721) at a deemed price of CAD$2.51
(approximately US$1.97) per FSD Share. Additionally, all of the
outstanding Lucid stock options and warrants became exercisable
into FSD Shares, with the number and exercise price of such
securities adjusted in accordance with the Transaction’s exchange
ratio.
Shareholder approval for the Transaction was obtained at a
special meeting of Lucid shareholders held on September 13,
2021.
As of immediately after the completion of the Transaction,
40,557,896 FSD Shares were issued and outstanding.
Further details regarding the terms of the Transaction are set
out in the Master Agreement dated August 25, 2021 among the
Company, Lucid and a wholly-owned subsidiary of the Company (the
“Master Agreement”). The Master Agreement and related
documents have been filed on the Company’s profile on SEDAR at
www.sedar.com.
About FSD Pharma
FSD Pharma is a life sciences holding company dedicated to
building a portfolio of diversified therapeutic assets and
innovative healthcare and biotech services. Currently, FSD is
actively pursuing potential acquisition targets in the healthcare
and biotech space to bring innovative treatments to market to treat
various mental health disorders and neurodegenerative diseases.
www.fsdpharma.com
About Lucid Psycheceuticals
The brain is the ultimate frontier in health research.
Depression, anxiety, dementia and similar conditions often are
prodromes to more serious neurodegenerative diseases, such as
Multiple sclerosis, Alzheimer's disease and Parkinson's disease.
Inspired by the mechanisms of action of psychedelics, and the need
for therapeutics to prevent, and possibly reverse,
neurodegeneration, Lucid is exploring novel therapies to address
total brain health, i.e. mind and biology behind it! For more
information, please visit www.lucidpsycheceuticals.com.
Forward Looking Information
Certain statements contained herein are “forward-looking
statements”. Often, but not always, forward-looking statement can
be identified by the use of words such as “plans”, “expects”,
“expected”, “scheduled”, “estimates”, “intends”, “anticipates” or
“believes”, or variations of such words and phrases, or states that
certain actions, events or results “may”, “could”, “would”, “might”
or “will” be taken, occur or be achieved. Forward-looking
statements contained in this press release include the comments
made with respect to the Company’s acquisition of Lucid, the
development and commercialization of potential treatments for
neurodegenerative and mental health disorders, the development of
the Company’s current anti-inflammatory pipeline, partnering
projects with other organizations globally and the advancement and
completion of preclinical and clinical studies and scale-up
activities, and the statements made by Mr. Durkacz and Dr. Kotra
regarding the foregoing. FSD cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
document.
Since forward-looking statements relate to future events and
conditions, by their very nature they require making assumptions
and involve inherent risks and uncertainties. The Company cautions
that although it is believed that the assumptions are reasonable in
the circumstances, these risks and uncertainties give rise to the
possibility that actual results may differ materially from the
expectations set out in the forward-looking statements. Factors
that may cause such material differences include without
limitation: the fact that Lucid’s drug development efforts are at a
very early stage; the fact that preclinical drug development is
uncertain, and some of Lucid’s drug product candidates may never
advance to clinical trials; the fact that results of preclinical
studies and early-stage clinical trials may not be predictive of
the results of later stage clinical trials; the uncertain outcome,
cost, and timing of Lucid’s product development activities,
preclinical studies and clinical trials; the uncertain clinical
development process, including the risk that clinical trials may
not have an effective design or generate positive results; the
potential inability to obtain or maintain regulatory approval of
Lucid’s drug product candidates; the introduction of competing
drugs that are safer, more effective or less expensive than, or
otherwise superior to, Lucid’s drug product candidates; the
initiation, conduct, and completion of preclinical studies and
clinical trials may be delayed, adversely affected, or impacted by
COVID-19 related issues; the potential inability to obtain adequate
financing; the potential inability to obtain or maintain
intellectual property protection for Lucid’s drug product
candidates; and other risks. Further information regarding factors
that may cause actual results to differ materially are included in
the Company’s annual and other reports filed from time to time with
the Canadian Securities Administrators on SEDAR (www.sedar.com) and
with the U.S. Securities and Exchange Commission on EDGAR
(www.sec.gov) under the heading “Risk Factors.” Any forward-looking
statement contained in this release speaks only as of its date. The
Company does not undertake to update any forward-looking
statements, except to the extent required by applicable securities
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20210921005755/en/
Company Contact: Zeeshan Saeed, President, Founder and
Director, FSD Pharma Inc. Email: zsaeed@fsdpharma.com Telephone:
(416) 854-8888
Investor Relations & Media Contact: KCSA Strategic
Communications Email: FSDPharma@KCSA.com
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