TEL AVIV, Israel, Oct. 24, 2018 /PRNewswire/ --
Therapix Biosciences Ltd. ("Therapix") (Nasdaq: TRPX) a
specialty, clinical-stage pharmaceutical company focusing on the
development of cannabinoid-based treatments, announced today
signing a binding letter of intent (the "LOI") with FSD Pharma Inc.
("FSD") (CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9), under which
FSD will acquire Therapix, effective October
22, 2018 (the "Transaction"). The Transaction focuses on
Therapix proprietary IP and related technology, and assets
pertaining to all clinical stage pharmaceutical assets
applications, excluding certain pain assets, such as the US based
pain clinics.
The Transaction combines two highly-complementary businesses and
creates a medical cannabis industry leader focused on the research
and development of advanced and innovative cannabinoid
treatments.
The all-stock Transaction values Therapix Biosciences at
approximately $48 million (USD) and
the shareholders of Therapix will receive FSD stock upon
closing of the Transaction. The terms of the LOI will be superseded
by a definitive agreement, which the parties intend to execute
within 30 days.
"We are excited to join FSD Pharma to be part of one of the
fastest growing, most forward-thinking companies in this sector,"
said Ascher Shmulewitz, MD, PhD,
Chairman of Therapix. "Our combined resources and highly competent
scientific and business leadership teams, position the combined
entity well to execute upon our shared vision to deliver
groundbreaking, proprietary cannabinoid platform technologies to
both the professional and retail markets globally. As a result, we
have suspended all negotiations with Cure Pharmaceutical Holding
Corp."
Professor Raphael Mechoulam,
Chairman of Therapix Scientific Advisory Board, a pioneer and world
leader in cannabinoids and cannabis research commented "I hope this
proposed transaction will help unlock the full potential of the
endocannabinoid system within the human body in enhancing quality
of life and improving treatment outcomes."
"We are very pleased to announce our intention to acquire
Therapix Biosciences. Their concerted efforts to advance the
scientific work of Prof. Rafael
Mechoulam speaks for itself," said Anthony Durkacz and Zeeshan Saeed, Co-founders and Directors of FSD
Pharma.
The Transaction is subject to a number of customary conditions,
including, but not limited to, the negotiation and execution of
relevant transaction documents, regulatory approvals, completion of
satisfactory due diligence by FSD Pharma and Therapix, and approval
of the Transaction by the shareholders of Therapix. Subject to the
satisfaction of these conditions and other conditions precedent,
the Transaction is anticipated to be completed by Q1 2019.
According to Dr. Raza Bokhari,
Director of FSD Pharma and Chairman of the M&A committee, "The
intended acquisition of Therapix Biosciences at this time is a
pivotal step in the evolution of our company by entering the
high-value medical cannabis market." Dr. Bokhari added, "With this
acquisition, FSD Pharma is signaling our commitment to furthering
very high-value pharmaceutical R&D clinical programs centered
on cannabinoid molecules, a number of which are actively under way
at several distinguished medical institutions across the
globe."
About Therapix Biosciences (Nasdaq: TRPX):
Therapix Biosciences Ltd. is a specialty clinical-stage
pharmaceutical company led by an experienced team of Senior
Executives and Scientists. Our focus is creating and enhancing a
portfolio of technologies and assets based on cannabinoid
pharmaceuticals. With this focus, the company is currently engaged
in the following drug development programs based on repurposing an
FDA-approved cannabinoid (Dronabinol): THX-110 for the treatment of
Tourette syndrome (TS), for the treatment of Obstructive Sleep
Apnea (OSA), and the treatment of Pain; THX-130 for the treatment
of Mild Cognitive Impairment (MCI) and Traumatic Brain Injury
(TBI); THX-150 for the treatment of infectious diseases; and
THX-160 for the treatment of pain. Please visit our website for
more information at www.therapixbio.com
About FSD Pharma (CSE: HUGE) (OTCQB: FSDDF) (FRA:
0K9):
FSD Pharma through its wholly-owned subsidiary FV Pharma, is a
licensed producer of marijuana under the Access to Cannabis for
Medical Purposes Regulations (ACMPR) having received its
cultivation license on October 13,
2017. Headquartered at the former Kraft plant in
Cobourg, Ontario, approximately an
hour's drive from Toronto, FV
Pharma management's mission is to transform the facility into the
largest hydroponic indoor cannabis facility in the world. FV Pharma
intends to target all legal aspects of the cannabis industry,
including cultivation, processing, manufacturing, extracts and
research and development.
Forward Looking Statements:
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. Because such statements deal with future events
and are based on Therapix's current expectations, they are subject
to various risks and uncertainties and actual results, performance
or achievements of Therapix could differ materially from those
described in or implied by the statements in this press release.
For example, forward-looking statements in this press release
include statements regarding the terms and expected timing of the
proposed FSD transaction. The forward-looking statements contained
or implied in this press release are subject to other risks and
uncertainties, including those discussed under the heading "Risk
Factors" in Therapix Biosciences Ltd.'s Annual Report on Form 20-F
filed with the Securities and Exchange Commission (SEC) on
April 30, 2018 and in subsequent
filings with the SEC. Except as otherwise required by law, Therapix
disclaims any intention or obligation to update or revise any
forward-looking statements, which speak only as of the date they
were made, whether as a result of new information, future events or
circumstances or otherwise.
Investor Contact:
Oz Adler, CFO
Oz@therapixbio.com
Tel: +972-3-6167055
info@therapixbio.com
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SOURCE Therapix Biosciences Ltd.