FSD Pharma Signs Binding LOI to Acquire Therapix Biosciences, a NASDAQ Traded Pharmaceutical Company
October 23 2018 - 12:22PM
InvestorsHub Cannabis NewsWire
FSD Pharma
Signs Binding LOI to Acquire Therapix Biosciences, a NASDAQ Traded
Pharmaceutical Company Focusing on the Development of
Cannabinoid-Based Treatments, to Create Medical Cannabis Industry
Innovator
TORONTO, ON --
October 23, 2018 -- InvestorsHub NewsWire -- FSD Pharma
Inc. (“FSD Pharma” or the “Company”)
(CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9)
announced today the signing of a binding letter of intent (the
“LOI”) to acquire Therapix Biosciences Ltd. (“Therapix Biosciences”
or “Therapix”) (NASDAQ: TRPX) effective October
22, 2018. The Transaction (the “Transaction”) combines two
highly-complementary businesses and creates a medical cannabis
industry innovator focused on the research and development of
advanced cannabinoid treatments.
Therapix Biosciences shareholders will receive $48 million (USD) of
FSD stock upon closing of the Transaction. The Transaction is
structured at a fixed price of $48M USD ($62.4M CAD), representing
approximately 130 million class B subordinate shares of FSD Pharma
and nearly 10% of the Company today. The final number of class B
subordinated shares and percentage ownership of the Company will
fluctuate based on the 20 day average of the FSD Pharma stock
closing price on the date the Transaction is finalized. The
Transaction is arms’ length and no finders fees have been paid. It
is anticipated that the common shares of the Company will continue
to be listed on the Canadian Securities Exchange (CSE) and the
Frankfurt Stock Exchange (FRA), and the Company intends to apply to
list on NASDAQ, subject to regulatory approvals.
The terms of the LOI will be superseded by a definitive agreement,
which FSD Pharma and Therapix intend to execute within 30 days.
“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. In addition to growing products
for the direct to consumer retail cannabis market in Canada, we are
now developing a new class of novel cannabinoid-based treatments
for several central nervous system disorders, including chronic
pain, fibromyalgia, irritable bowel syndrome and several other
disease areas. 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, including among others, the
Therapix’ investigator-initiated Phase IIa study at Yale University
Medical Center in the U.S. for Tourette syndrome Program, the
preparations for commencing anticipated subsequent Phase IIb
studies at the Hannover and Munich University Medical Schools in
Germany for Tourette syndrome program, and collaboration with
Assuta Medical Centers in Israel to develop therapeutic products in
the field of sleeping disorders. Our strategy also involves
pursuing access to the international capital markets to attract
high-quality, high-profile financial and strategic investors in
this space who can participate in and assist with accelerating our
growth plans and establishing a strong position in this area”, said
Dr. Raza Bokhari, Director of FSD Pharma and Chairman of the
M&A committee.
Ascher Shmulewitz, MD PhD, Chairman and interim CEO of Therapix,
stated, “Our research at Therapix is
focused on a multifaceted, clinical drug development
program that is poised to potentially yield novel,
breakthrough therapeutic discoveries to benefit mankind and
medicine in ways we have never before seen. We are excited to join
FSD Pharma to be part of one of the fastest growing, most
forward-thinking companies in this sector. Our combined resources
and highly competent scientific and business leadership teams,
position the combined entity well to execute upon our shared vision
to deliver proprietary cannabinoid platform technologies to both
the professional and retail markets globally. Our proprietary
technologies and active, mature clinical research programs are
focused on delivering safer, more effective cannabinoid-based
products that address a broad spectrum of large-market diseases
with high unmet clinical needs.”
Professor Raphael Mechoulam, the 'Godfather of Medicinal
Cannabis', who co-discovered “the entourage effect” of
the endocannabinoid system, and is Chairman of
the Therapix Scientific Advisory Board, 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 Professor Rafael Mechoulam speaks for itself. It is a huge step
forward in realizing our vision and mission to become a leading
global player in Cannabinoid based pharmaceuticals, medicinal
Marijuana in addition to the recreational use of Cannabis” 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.
FSD Pharma is focused on the development of the highest quality
indoor grown pharmaceutical grade cannabis and on the research and
development of cannabinoid therapies targeting a multitude of
ailments. The Company is currently in phase 1 of its growth plans
with 25,000 square feet of indoor grow space available at its
Ontario facility and an additional 220,000 square feet in
development with an expected completion date of January 2019. The
facility sits on 72 acres of land with 40 acres primed for
development and an expansion capability of up to 3,896,000 square
feet. Pending approval by Health Canada, the expanded 220,000
square feet of grow space is expected to be operational in the
first quarter 2019. FSD Pharma, through its wholly-owned
subsidiary, FV Pharma Inc., has applied for a Pre-Sales License
Inspection from Health Canada, which is the last step prior to the
issuance of a Sales License under the ACMPR.
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.
About Therapix Biosciences Ltd.
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: THX-110 for the treatment of CNS
disorders, THX-120 for the treatment of sleep disorders and the
treatment of pain; THX-130 for the treatment of Mild Cognitive
Impairment (MCI) and Traumatic Brain Injury (TBI); and THX-150 for
the treatment of infectious diseases. Please visit our website for
more information at www.Therapixbio.com.
Forward-Looking Information
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this release.
Certain statements contained in this press release
constitute forward-looking information. These statements relate to
future events or future performance. The use of any of the words
"could", "intend", "expect", "believe", "will", "projected",
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on the Corporation's
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. This
release contains forward-looking information relating to the
acquisition of Therapix, including the execution of a definitive
agreement and the completion of the proposed Transaction on the
terms or within the timeframe contemplated herein, or at all, the
proposed listing of the FSD Shares on the NASDAQ, the development
of the Corporation's indoor cannabis facility, the commencement of
operations at the expanded facility, the Corporation's ability to
obtain a Sales License from Health Canada and other general
business goals and objectives. The forward-looking information
contained in this press release is made as of today, and the
Corporation is not obligated to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue
reliance on forward looking-information. The foregoing statements
expressly qualify any forward-looking information contained
herein.
Source; FSD Pharma
CONTACT
FSD Pharma Inc.
Zeeshan Saeed, (416) 854-8884
Executive Vice President, Co-Founder and Director
zeeshan@fsdpharma.com
or
Investor Relations
IR@fsdpharma.com
www.fsdpharma.com
or
Therapix Biosciences Ltd.
Ascher Shmulewitz, Chairman
ascher@therapixbio.com
or
Russo Partners
Media Contact
Nic Johnson, (212) 845-4242
Nic.Johnson@russopartnersllc.com
or
Ned Berkowitz, (646) 942-5629
Ned.Berkowitz@russopartnersllc.com
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