FSD Pharma Inc. (NASDAQ: HUGE) (CSE: HUGE) (FRA: 0K9A) (“FSD
Pharma” or the “Company”), a biopharmaceutical company
dedicated to building a portfolio of innovative assets and biotech
solutions for the treatment of challenging neurodegenerative,
inflammatory and metabolic disorders, is pleased to announce it
intends to complete a spin-out transaction via a plan of
arrangement (the “Plan of Arrangement”) under the Business
Corporations Act (Ontario) (the “Spin-out Transaction”)
whereby the shares of its yet-to-be-formed wholly owned subsidiary
(“Pubco”) will be separated into an independent public
company. The Spin-out Transaction, which is expected to be
completed in July 2023, is intended to enable the Company to focus
on development of its core assets and maximize shareholder
value.
All shareholders of the Company (the “Shareholders”) as
of the distribution date (the “Distribution Date”) will
exchange their shares in the capital of the Company (each,
inclusive of both Class A multiple voting shares and Class B
subordinate voting shares, an “FSD Share”) for the same
number of existing shares of the Company (having identical terms,
both for the Class A multiple voting shares and Class B subordinate
voting shares) plus common shares in the capital of the Pubco
(each, a “Pubco Share”), on a pro rata basis. Pubco will
only have one class of shares.
Shareholders must hold FSD Share as of the Distribution Date to
qualify to receive shares of Pubco in the distribution. FSD Pharma
will provide further updates on the Distribution Date in due
course.
Following the Spin-out Transaction, FSD Pharma will remain
listed on the NASDAQ Stock Market and Canadian Securities Exchange
(the “CSE”). Following the Spin-out Transaction, Pubco will
become a “reporting issuer” in the same jurisdictions in Canada
that FSD Pharma is a reporting issuer, with a view to completing a
reverse take-over transaction with a business that has yet to be
identified.
FSD Pharma will hold an annual general and special shareholders
meeting on June 29, 2023 (the “Meeting”) where Shareholders
will be able vote on the Spin-out Transaction. The record date for
shareholders entitled to vote at the Meeting will be May 15,
2023.
FSD Pharma and Pubco expect to enter into an arrangement
agreement to effect the Spin-out Transaction and the expected
closing date of the Spin-out Transaction is July 2023. The
completion of the Spin-out Transaction will be subject to
conditions customary of a transaction of this nature, including but
not limited to: (i) the receipt of tax and legal advice for the
Company and Pubco, (ii) the approval of the Plan of Arrangement by
(A) the Shareholders at the Meeting, and (B) the Superior Court of
Justice (Ontario), and (iii) the satisfaction of customary closing
conditions, including, among other things, the receipt of other
requisite regulatory approvals (including, where required, the
approval of applicable Canadian securities regulators and the
CSE).
The Company intends to provide further details of the Spin-out
Transaction, including details pertaining to the board of directors
and management of Pubco, at a later date. Readers are cautioned
that the final details of the Spin-out Transaction are still to be
determined and that there can be no certainty that the Spin-out
Transaction will be completed on the terms currently proposed, or
at all.
In addition, Florida-based ClearThink Capital has been engaged
for a term of three months, during which it will assist in all
aspects of a marketing campaign for the Company (contract signed
March 10, 2023). As consideration for its services, the Company
will pay ClearThink a monthly fee of US$4,000 and at the end of the
first quarter they will receive 7,742 Class B Common Shares of the
Company (“FSD Shares”) at a price equal to US$1.55 The FSD Shares
will be subject to the statutory hold period of four months and one
day.
As well FSD Pharma has also engaged New Hampshire-based
RagingBull with a one-time payment of US$15,000, it will assist in
all aspects of a marketing campaign for the Company.
About FSD Pharma
FSD Pharma Inc. is a biotechnology company with three drug
candidates in different stages of development. FSD BioSciences,
Inc., a wholly owned subsidiary, is focused on pharmaceutical
research and development of its lead compound, FSD201, a
proprietary ultra-micronized PEA formulation, for the treatment of
inflammatory diseases. Lucid Psychss Inc., a wholly owned
subsidiary, is focused on the research and development of its lead
compounds, Lucid-Psych and Lucid-MS. Lucid-Psych is a molecular
compound identified for the potential treatment of mental health
disorders, and expanding this category, the Company is
investigating other products addressing acute medical needs due to
the abuse of drugs such as alcohol. Lucid-MS is a molecular
compound identified for the potential treatment of
neurodegenerative disorders.
Forward Looking Information
This press release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities laws.
Any statements that are contained in this press release that are
not statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements are often
identified by terms such as “plans”, “expects”, “expected”,
“scheduled”, “estimates”, “intends”, “anticipates”, “hopes”,
“planned” or “believes”, or variations of such words and phrases,
or states that certain actions, events or results “may”, “could”,
“would”, “might”, “potentially” or “will” be taken, occur or be
achieved. More particularly, and without limitation, this press
release contains forward-looking statements contained in this press
release include statements concerning the future of FSD Pharma Inc.
and are based on certain assumptions that FSD Pharma has made in
respect thereof as of the date of this press release. FSD Pharma
cannot give any assurance that such forward-looking statements will
prove to have been correct.
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 believes the expectations and material factors and
assumptions reflected in these forward-looking statements are
reasonable as of the date hereof, there can be no assurance that
these expectations, factors and assumptions will prove to be
correct and 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. These
forward-looking statements are not guarantees of future performance
and are subject to a number of known and unknown risks and
uncertainties including, but not limited to: the fact that the drug
development efforts of both Lucid and FSD BioSciences are at a very
early stage; the fact that preclinical drug development is
uncertain, and the drug product candidates of Lucid and FSD
BioSciences 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 product development
activities, preclinical studies and clinical trials of Lucid and
FSD BioSciences; 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 the drug product
candidates of Lucid and FSD BioSciences; the introduction of
competing drugs that are safer, more effective or less expensive
than, or otherwise superior to, the drug product candidates of
Lucid and FSD BioSciences; 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 the drug product candidates of Lucid and FSD BioSciences; and
other risks. Accordingly, readers should not place undue reliance
on the forward-looking statements contained in this press release,
which speak only as of the date of this press release.
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),
including the Company’s Annual Report on Form 20-F for the fiscal
year ended December 31, 2021, under the heading “Risk Factors.”
This list of risk factors should not be construed as exhaustive.
Readers are cautioned that events or circumstances could cause
results to differ materially from those predicted, forecasted or
projected. The forward-looking statements contained in this
document speak only as of the date of this document. FSD Pharma
does not undertake any obligation to publicly update or revise any
forward-looking statements or information contained herein, except
as required by applicable laws. The forward-looking statements
contained in this document are expressly qualified by this
cautionary statement.
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230412005349/en/
Zeeshan Saeed, Founder, President and Executive Co-Chairman of
the Board, FSD Pharma Inc. Zsaeed@fsdpharma.com (416) 854-8884
Investor Relations: ir@fsdpharma.com, info@fsdpharma.com
www.fsdpharma.com
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