TIDMAPOL
RNS Number : 4561M
Apollon Formularies plc
12 January 2023
12 January 2023
Apollon Formularies Plc
Execution of Binding Letter of Intent with Global Hemp Group
Proposed Disposal
Apollon Formularies plc (AQSE: APOL, "Apollon" or the "Company")
, a UK based international pharmaceutical company trading on the
Aquis Stock Exchange, that is licenced to research, develop,
process, and sell medical cannabis therapeutic products that
include legal medical cannabis to treat various illnesses under
medical supervision, announces that it has entered into a binding
Letter of Intent ("LOI") with Global Hemp Group Inc. ("GHG") (CSE:
GHG / OTC: GBHPF). Further information on Canadian listed GHG can
be found at https://www.globalhempgroup.com/
Under the terms of the transaction, GHG will pay Apollon a total
of US$250,000 (C$341,000) in two distinct tranches and issue
Apollon 10 million common shares of GHG at a deemed price of
C$0.015 per share, for a total consideration of C$491,000. In
return, GHG will be granted an exclusive licence to four Apollon
patents in North America, with supporting third-party test data.
The parties will prepare and execute a Licensing Agreement within
the next several days to memorialize this licence.
The first tranche of US$100,000 was paid on 10 January 2023 with
the balance of US$150,000 due within 20 trading days thereafter.
The initial 10 million share component will be issued within five
business days of the LOI execution date.
The LOI provides for a due diligence period, currently set at 60
days. If both parties are satisfied with the results of the due
diligence, GHG will have the exclusive option to acquire all the
assets of Apollon, other than cash, cash equivalents, and
receivables, for a payment of 771,191,266 GHG common shares at a
deemed price of $0.015 per GHG common share, for a total
consideration of C$11,567,869 ("Disposal"). The Disposal will also
include, amongst other things, the intellectual property of the
Company. The Company and GHG will then proceed to enter into
definitive documentation ("Definitive Agreement"). Pursuant to the
AQSE Growth Market Access Rulebook, the Disposal will constitute a
fundamental change to the business of the Company. A disposal
circular will be made available to shareholders in the coming weeks
to vote on the Disposal, amongst other things. A further
announcement will be made in due course.
For additional shareholder information, please find copied below
the full press release, released today, by Global Hemp Group
Inc.
The directors of the Company accept responsibility for the
contents of this announcement.
For additional information, please visit www.apollon.org.uk or
contact:
Apollon Formularies
Tel: +44 771 198 0221
Stene Jacobs stene@apollon.org.uk
Peterhouse Capital Limited (Corporate Adviser)
Tel: +44 207 220 9795
Guy Miller gm@peterhousecapital.com
BlytheRay (Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe/Megan Ray/Matt Bowld apollon@blytheray.com
About Apollon Formularies and Apollon Formularies Jamaica
Apollon Formularies plc is an international medical cannabis and
medicinal mushroom pharmaceutical company headquartered in the
United Kingdom. Apollon Formularies Jamaica Limited is a
pharmaceutical company incorporated and operating in the
Commonwealth of Jamaica since 2016. Apollon Jamaica is licensed by
the Jamaican government's Cannabis Licensing Authority (CLA) to
cultivate, perform research and development, process, and sell
therapeutic products that include legal medical cannabis to treat
various illnesses under medical supervision.
Apollon's proprietary medical cannabis formulations have
undergone third-party testing which demonstrated the successful
killing of nearly 100% of prostate, triple negative and HER2+
breast cancer cells in 3D cell cultures. Apollon's products are
also used to treat patients suffering from different conditions,
including chronic pain and epilepsy.
GLOBAL HEMP GROUP ANNOUNCES EXECUTION OF
BINDING LOI WITH APOLLON FORMULARIES PLC
Vancouver, BC -- (January 11, 2023) -- GLOBAL HEMP GROUP INC.
("GHG" or the "Company") ( CSE: GHG / OTC: GBHPF / FRANKFURT: GHG )
is pleased to announce that it has executed a binding Letter of
Intent with Apollon Formularies Plc - AQSE: APOL ("Apollon") (the
"LOI"), a UK-based international pharmaceutical company developing
cancer treatments from natural biologics, including medical
cannabis, functional mushrooms, psychedelic mushrooms and
combinations of these compounds, which to date have shown
successful independent, third-party results in pre-clinical
testing. Apollon utilizes an artificial intelligence-based drug
discovery platform.
Under the terms of the binding LOI dated January 9, 2023, GHG
will acquire the exclusive perpetual license for North America
(specifically, the United States, Canada and Mexico) to certain
Apollon Intellectual Property and proprietary technology,
including, but not limited to, four key patents as described below
including any continuations, divisionals, and
continuations-in-part, along with any and all associated
preclinical and clinical data relating to the patents and
proprietary technology (the "IP").
The Company has also been granted a 60-day option to conduct due
diligence, following which GHG may exercise its option to acquire
the entirety of Apollon's global assets.
Deal Terms for the Intellectual Property
GHG will pay a total of US$250,000 (C$341,000) in two distinct
tranches and issue Apollon 10 million common shares of GHG at a
deemed price of C$0.015 per share, for total consideration of
C$491,000. The Company will also pay Apollon ongoing licensing fees
relating to the IP, beginning the quarter following when any
licensing and sub-licensing revenues are generated. All securities
issued in this transaction are subject to a four-month plus a day
hold period from the date of issuance in accordance with applicable
securities laws. GHG will pay a finder's fee to Twilight Capital
Inc. or such other affiliate, designee, or associate, representing
five percent (5%) of the value of the entire Transaction between
GHG and Apollon (the "Finder's Fee").
Intellectual Property - Patent Information and Independent Test
Data Being Licensed
GHG will acquire the exclusive perpetual license to the
following patents (including any continuations, divisional and
continuations-in-part) and any associated preclinical and clinical
data relating to the patents. The patents are registered under the
International Patent System (PCT) and are also registered in
Jamaica. This exclusive perpetual license will cover Canada, the
United States and Mexico, for the four patents below and all
associated supporting data:
-- Compositions and Methods for Treatment of Cancers ;
-- Compositions and Methods for Treatment of Inflammation ;
-- Methods for Treatment of Human Cancers Using Cannabis Compositions ;
-- Methods for Treatment of Human Cancers Using Mushroom Compositions;
-- BIOENSIS Preclinical Data reflecting independent 3D cell
culture testing of cannabis and mushroom formulations included in
the patent applications.
These patents include claims to the treatments of cancers and
inflammatory conditions using natural biologics including compounds
in medical cannabis, functional mushrooms, psychedelic mushrooms
and combinations of these compounds that have been shown in
independent, third-party preclinical 3D cell culture testing to
kill cancer cells via direct cytotoxicity and immune stimulated
cytotoxicity with great success and high efficacy. Under the
Exclusive License Agreement, GHG will have the right to sublicense
this intellectual property to legally licensed producers in the
United States (state by state where medicinal cannabis is legal),
Canada and Mexico, which allows the opportunity to generate
significant near-term sublicensing revenue in these three
countries.
In order to assist GHG in monetizing the IP into an ongoing
revenue stream, the Company has engaged Dr. Stephen D. Barnhill,
creator of the IP and Chairman & CEO of Apollon, as Special
Medical Advisor ("SMA") to the Company. Dr. Barnhill will be issued
a one-time payment of 10 million common shares of GHG at a deemed
price of $0.015 per share for his ongoing engagement as SMA. The
holding period for these shares will be four months and one day,
calculated from the date of issuance.
Dr. Stephen D. Barnhill, MD is currently the Chairman & CEO
of Apollon Formularies, Plc (London, UK) (AQSE:APOL), Chairman and
CEO of Apollon Formularies, Inc. (USA), President and Board Member
of Apollon Formularies Jamaica, Ltd. (Jamaica), and Chairman and
CEO of Doc's Place International, Inc.
Dr. Barnhill is a Medical Doctor specializing in Cannabinoid and
Mycomedicinal Therapeutics, Drug Discovery and Artificial
Intelligence, and has completed a Clinical Fellowship in Laboratory
Medicine (Clinical Pathology) at the Medical University of South
Carolina (MUSC).
Previously, Dr. Barnhill was Founder, Chairman and CEO of both
private and public companies, including Founder, Chairman, and CEO
of BCL laboratories, LLC with operations in southeastern US, which
was acquired by Corning-MetPath now Quest Diagnostics, the largest
clinical laboratory in the world. After the acquisition, he served
as a Medical Director for that Quest Diagnostics location for
approximately 5 years. Dr. Barnhill was Founder, Chairman and CEO
of National Medical Specialty Labs, which was acquired by Horus
Therapeutics Inc. (a New York Pharmaceutical Company) and Chairman
and CEO of Health Discovery Corporation, a US publicly traded
international biotech company, from inception to profitability.
As CEO, Dr. Barnhill has negotiated and executed deals with many
companies, including Pfizer, Abbot, Corning-MetPath, Quest
Diagnostics, Clarient, LabCorp, NeoGenomics, Bruker and others.
Dr. Barnhill is a pioneer in artificial intelligence machine
learning (pattern recognition algorithms) in medicine and is an
Inventor on more than 80 international patents, including neural
networks and support vector machines and including the Hallmark
SVM-RFE technique now cited by more than 10,000 publications. His
patents were part of the intellectual property portfolio that won
First Place out of 1,600 publicly traded companies and was awarded
the prestigious MICO award from MDB Capital for the most disruptive
and market changing intellectual property portfolio. The neural
network patents, with Dr Barnhill as an inventor, were acquired by
Johnson & Johnson.
Dr. Barnhill has been an inventor on patents related to
laboratory developed tests (LDT's) and tumor markers, as well as
diagnostic test development relating to cancers of the prostate,
pancreas, breast and ovary, cytogenetics, flow cytometry,
Florescence In Situ Hybridization (FISH), and imaging in digital
mammography, funduscopic analysis of macular degeneration (AMD) and
SVM for melanoma detection.
He has published many peer-reviewed papers with academics
primarily from MD Anderson Cancer Center, Johns Hopkins University
Medical Center, Stanford University Medical Center and others.
Included in his publications are the following:
-- Gene Selection for Cancer Classification using Support Vector
Machines (Cited by nearly 10,000 publications) Journal, Machine
Learning: Isabelle Guyon, Jason Weston, Stephen Barnhill &
Vladimir Vapnik VIEW
-- A Four-Gene Expression Signature for Prostate Cancer Cells
Consisting of UAP1, PDLIM5, IMPDH2, and HSPD1 UroToday
International Journal : Isabelle Guyon, Herbert A. Fritsche, Paul
Choppa, Li-Ying Yang, Stephen D. Barnhill VIEW
-- Role of CA125 in Predicting Ovarian Cancer Survival - a
review of the epidemiological literature International Journal
Biological Markers : R C Bast Jr 1, F J Xu, Y H Yu, S Barnhill, Z
Zhang, G B Mills
-- CA 125: The Past and the Future - PubMed.gov: RC Bast Jr, FJ
Xu, S Barnhill, Z Zhang, GB Mills VIEW
-- Comparison of a Neural Network with High Sensitivity and
Specificity to Free/total Serum PSA for Diagnosing Prostate Cancer
in Men with a PSA < 4.0 ng/mL Artificial Neural Networks in
Cancer Diagnosis, Prognosis, and Patient Management : T.A. Stamey,
S.D. Barnhill, Z. Zhang, C.M. Yemoto, H. Zhang, K.R. Madyastha
-- Combination of multiple serum markers using an artificial
neural network to improve specificity in discriminating malignant
from benign pelvic masses . Journal, Gynecologic Oncology: Zhang Z,
Barnhill SD, Zhang H, Xu FJ, Yu YH, Jacobs I, Woolas RP, Berchuck
A, Madyastha KR, and Bast RC VIEW
-- The ability of the ProstAsure(TM) Index to identify prostate
cancer patients with low cancer volumes and high potential for cure
Journal, Urology : S. Barnhill, T.A. Stamey, Z. Zhang.
-- A neural network (ProstAsureTM) with sensitivity and
specificity of 75% in detecting prostate cancer in men with a PSA
< 4.0 ng/ml Journal, Urology : TA Stamey , SD Barnhill, Zhen
Zhang, KR Madyastha
-- Evaluation of ProstAsure index in the detection of prostate
cancer: a preliminary report Journal, Urology : R J Babaian 1, H A
Fritsche, Z Zhang, K H Zhang, K R Madyastha, SD Barnhill
Dr. Barnhill has been accepted and admitted as a Member or
Fellow of the following organizations: the American College of
Physician Inventors, the American College of International
Physicians, the American Medical Association, the American College
of Physician Executives, the American Association of Artificial
Intelligence, the American College of Managed Care Medicine, the
Association of Clinical Scientists, the American Society of
Contemporary Medicine and Surgery, the American Society of Law,
Medicine and Ethics, the Southern Medical Society, the American
Federation for Clinical Research, the National Federation of
Catholic Physicians and the Society of Cannabis Clinicians.
For additional information on Dr. Barnhill, please visit the
Company's website
https://www.globalhempgroup.com/dr-stephen-barnhill
Terms of the Option to Acquire the Entire Assets of Apollon
The LOI provides for a due diligence period, currently set at 60
days, during which GHG and Apollon may gather further information
about each other's business and finances. If both parties are
satisfied with the results of the due diligence, GHG will have the
exclusive option to acquire all the assets of Apollon other than
cash, cash equivalents, and receivables, for a payment of
771,191,266 GHG common shares at a deemed price of $0.015 per GHG
common share, for total consideration of C$11,567,869. All
securities which may be issued relating to this portion of the
transaction will be subject to a minimum of four-month plus a day
hold period from the date of issuance and any other customary
delayed release escrow provisions customary for these type of
transactions in accordance with applicable securities laws. In the
event that GHG exercises this option to acquire the assets of
Apollon, the Company will ask shareholders to consider a share
consolidation on a basis of 5 old for 1 new share, and the proposed
transaction would be considered a fundamental change for the
Company, per CSE Policy 8. GHG will pay a finder's fee to Twilight
Capital Inc. or such other affiliate, designee, or associate,
representing five percent (5%) of the value of the entire
Transaction between GHG and Apollon (the "Finder's Fee"). The
Finder's Fee relating to the Asset Acquisition portion of the
transaction, if concluded, will be payable either in cash, GHG
Shares or a combination of both.
Apollon Formularies Plc Assets that will be Acquired on Exercise
of Option:
-- 8 patent applications (4 PCT; 4 Jamaica).
-- BIOENSIS Preclinical data.
-- The right to acquire 49% Equity in Apollon Formularies
Jamaica, Ltd. ("Apollon Jamaica") with approval of the Jamaican
Cannabis Licensing Authority ("CLA").
-- 95% net profits from all operations in Apollon Jamaica, Ltd.
Apollon Formularies Jamaica, Ltd. Assets
-- CLA Medical Cannabis Licenses (Processing, Retail
Therapeutic, Research & Development) and all equipment required
to perform under the licenses. Licenses allow import and export of
products globally where legally allowed.
-- The Medical Cannabis R&D license allows the Company to
perform human clinical trials with approval of the Jamaican
Ministry of Health.
-- International Cancer and Chronic Pain Institute (fully medically equipped and furnished).
-- Control of CITIVA Jamaica (University location and
Affiliation). Includes CLA Cultivation License which allows import
and export of products globally where legally allowed. Fully
equipped and furnished. GMP approval pending final inspection.
-- Medical cannabis inventory: approximate retail value US$350,000 (unaudited figures).
-- A signed processing agreement for a hemp farming group in
Jamaica. Apollon will process, for a fee, the hemp cultivated into
CBD oil for global export. It is expected that the farming group
will have multiple crops per year available for processing.
-- Contract to run clinical trials at the Apollon's facility for
a U.S. biotherapeutics company on a cost-plus basis.
-- Therapeutic Dispensary (fully equipped and furnished).
-- Processing Laboratory (fully equipped and furnished).
-- Research and Development Facility (fully equipped and furnished).
In light of Apollon Jamaica's significant Jamaican operations,
Apollon is one of very few natural biologic drug development
companies globally that is a publicly traded company, legally
licensed to work with full spectrum high THC cannabis, functional
mushrooms and psychedelic mushroom formulations and combinations of
these compounds in a fully licensed and legal environment that can
perform drug discovery, execute pre-clinical testing, perform human
clinical trials, provide immediate direct human availability of
these treatments by physician prescription, has an International
Cancer and Chronic Pain Institute, and is approved to export our
products globally where legally allowed.
Global customers, including potential partners like Big Pharma,
seeking natural biologic products and partnerships can look to
companies like Apollon that will have patent protected
formulations, validated by pre-clinical and human clinical trial
data, rather than companies with random medical cannabis and
mushroom based products without this level of scientific rigor and
intellectual property protection.
The Exclusive License Agreement with GHG allows these Jamaican
developed formulations to be sublicensed and manufactured in the
United States, Canada and Mexico where legally allowed.
The ability to undertake drug discovery in conjunction with
human application and treatment is the investment framework Apollon
offers. This framework allows Apollon to collect clinical data
quickly and accurately on their formulations from real-life
treatments at their facilities via both in-patient and outpatient
care. Apollon advises that they expect the number of patients
receiving treatment at their facilities in 2023 to grow
significantly. They also anticipate a substantial market for global
export of Apollon's natural biologics and global sublicensing of
their intellectual property formulations.
Stephen D. Barnhill, MD, Chairman and CEO of Apollon stated, "I
am extremely pleased that GHG has the confidence in Apollon's
intellectual property, including natural biologic formulations
utilizing medical cannabis, functional mushrooms, psychedelic
mushrooms and combinations of these compounds together, to secure
an Exclusive License to provide these formulations, under
individual sublicensing agreements, to legal producers in the
United States, Canada and Mexico. This partnership allows Apollon
formulations to be made available to patients in all of North
America, which is the largest market globally for these natural
treatments." Dr. Barnhill continued, "I believe that Apollon's
patents, protecting the unique combinations of medical cannabis
compounds combined with functional and psychedelic mushroom
compounds, which have been shown to increase the therapeutic
efficacy of these compounds when used together vs individually,
represent the future of natural combination therapeutics".
"I would like to take this opportunity to welcome Dr. Barnhill
to the GHG team as Special Medical Advisor. In addition to being a
successful private and public company CEO, he has had an impressive
medical career with significant accomplishments, including being an
inventor on more than 80 award-winning international patents
primarily related to artificial intelligence-based discovery in
cancer diagnostics and therapeutics. Dr. Barnhill is also the
inventor of the Apollon patents, which are included in the GHG
Exclusive Perpetual North American License (United States, Canada
and Mexico) of Apollon's Intellectual Property, which will be a
great addition to the existing IP that the Company is creating
through its R&D division", commented Curt Huber, President
& CEO of Global Hemp Group. "I truly look forward to working
with Stephen as we embark on immediately monetizing the unique IP
we are licensing for North America in this transaction, as Apollon,
as a company listed on the Aquis Exchange, was unable to enter
these markets due to jurisdictional constraints. For these same
reasons, U.S. investors were unable to invest in Apollon, but will
now be able to consider investment opportunities in this incredible
and unique intellectual property through GHG."
Subscribe to the GHG YouTube Channel:
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For Further Information Contact Global Hemp Group
Curt Huber, President
Tel: 778-726-2900
info@globalhempgroup.com
https://www.globalhempgroup.com
Cautionary Note Regarding Forward Looking Statements
Certain information set forth in this news release may contain
forward-looking statements that involve substantial known and
unknown risks and uncertainties. These forward-looking statements
are subject to numerous risks and uncertainties, certain of which
are beyond the control of Global Hemp Group Inc., including, but
not limited to the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations,
dependence upon regulatory approvals, the availability of future
financing and exploration risk, the legality of cannabis and hemp.
Readers are cautioned that the assumptions used in the preparation
of such information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. Except as
required by law, Global Hemp Group Inc. disclaims any intention and
assumes no obligation to update or revise any forward looking
statements to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in
factors affecting such forward looking statements or otherwise.
The CSE has not reviewed and does not accept responsibility for
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