Red Light
Holland Closes Acquisition of Cutting
Edge Silicon
Valley Applied Sciences Company Radix Motion, Becoming a Leader in
Psychedelic Technology
-
Radix Motion's biometric movement data
technology addresses one of the biggest challenges of microdosing,
finding the optimal dose and protocol for each
person.
-
By utilizing large data sets from people legally
using the product in the Netherlands, and choosing to share their
data, Radix Motion will produce predictive AI models that will
increase the scientific data around microdosing, helping people find their optimal
dose.
-
This scientific data is geared toward
being a valuable asset
for working with
regulatory agencies towards
expanding the legal responsible use of microdosing in other countries.
-
Radix Motion plans to expand its offerings to
more wellness verticals to increase scientific data around other
substance and behaviour intervention that have the
potential to help
people.
-
Radix Motion's expertise in immersive technology
will continue to create cutting edge interactive education
promoting responsible use of psychedelics and focusing on
applications that utilize biometric data to connect people to
themselves and to each
other.
-
Radix Motion is focused on exponential growth
verticals such as immersive
informed consent and screening of subjects in novel drug
research, digital
therapeutics and mobile health apps
and interactive training on use of psychedelic substances.
June 9th 2021 --
InvestorsHub NewsWire -- Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTC Pink: TRUFF) ("Red Light
Holland" or
the "Company")
is pleased to announce its wholly owned subsidiary, Red Light
Acquisition Inc. ("Red Light
US") has
acquired (the "Acquisition")
Radix Motion
Inc. ("Radix
Motion"), a
technology and innovation company focused on empowering the
psychedelic ecosystem with embodied technology, including augmented
reality, virtual reality, and interactive holograms. Radix Motion's
core technology is based on neuroscience research including
its first product, Meu, which has been hailed by Douglas Rushkoff
as "Working to realize Terence Mckenna's vision."¹
"Psychedelics
increase the plasticity in our brain and I believe the future of
psychedelics will be using technology like ours to create
support structures and customizable settings that will allow for
tight feedback loops to help people achieve personal growth," said
Sarah Hashkes, the CEO of Radix Motion and
CTIO of Red Light Holland. "The broader vision we
have for Radix
Motion is utilizing my neuroscience research in movement data and
psychedelics with Co-Founder Matthew Hoe's expertise in immersive
technology and AR/VR to create healthy bridges between our body and
technology. With Red Light Holland's support, we can further our vision
and build technology that increases the bandwidth of human
connection by linking us to our body and to each other in alignment
with the magic of psychedelics."
"After working with
Radix Motion for almost a year now, we are proud to have finalized our
acquisition because we strongly feel their expertise, innovation
and team give us a unique and superior digital and technological
advantage in the Psychedelic Sector," said Todd Shapiro, Chief
Executive Officer and Director of Red Light Holland. "Judging by
Red Light Holland's Digital Telecounseling
activation with
our iMicrodose Product in the Netherlands,
coupled with our educational VR, AR and our working
iMicroApp
built by
Sarah Hashkes' team, we believe - on top of
early adapters and current end users -
many other people, industries, countries and progressive advisory
boards and Health Authorities can benefit from Radix Motion's
innovation. Psychedelics and technology go hand in hand. With Radix
Motion, the future is now."
"I
am so happy to be
working together with Red Light Holland on such an aligned vision.
Our team's unique tech and expertise in psychedelics, virtual
avatars, immersive technology, and neuroscience, in collaboration
with Red Light Holland, is leading to innovation that I haven't seen
anywhere else in the space. I'm excited to continue developing
products that help people by promoting wellness through
psychedelics and technology." Said Matthew Hoe, Co-founder of Radix
Motion.
Among the future
products Radix Motion is committed to build for
Red Light Holland is Wisdom, a companion figurine that will be a
meditation aid and help people create a healthier relationship with
their cell phone.
Radix Motion
technology is currently powering Red Light Holland's
iMicro privacy first web app and
digital care platform as well as AR and VR educational experiences
that explain the effects of psychedelics and allow customers in the
Netherlands to learn more about microdosing in a fun and interactive way.
The data from the app will be used as part
of Red
Light Holland's pending patent to
help people find their optimal dose and protocol for
microdosing
utilizing biometric
data.
The Acquisition was
completed pursuant to the terms of the definitive agreement (the
"Acquisition
Agreement")
dated June 7, 2021, pursuant to which Red Light US acquired
all of
the issued and
outstanding shares of Radix Motion ("Radix
Shares") for
approximately US$3.2 Million. The
consideration was comprised of: (i) 12,701,741 common shares of
Red Light (the "Red Light
Shares"),
having an aggregate value of US$3,195,406 with each
Red Light
Share priced at the
10-day volume weighted average price of the Red Light Shares on the Canadian
Securities Exchange immediately prior to the closing of the
Acquisition (the "Share
Consideration"); and (ii) US$67,413.05 in
cash (the "Cash Consideration").
Pursuant to the
Acquisition Agreement, 25% of the Acquisition
consideration has been placed in
escrow for a period of 18 months from Closing, and the
Red Light
Shares issued
pursuant to the Share Consideration are subject to a 24 month
lock-up, with 1/6 released every 4 months.
Adopts Restricted Share Unit Plan
In
order to further align
the interests of the Company's senior executives, key employees,
consultants and directors with those of the shareholders of the
Company, the board of directors (the "Board")
has approved the implementation of a restricted share unit
plan (the
"RSU
Plan"). Under the
RSU Plan, eligible persons may (at the discretion of the Board) be
allocated a number of restricted share units ("RSU")
as the Board deems appropriate, with vesting provisions also to be
determined by the Board, subject to a maximum vesting
term of three (3) years
from the end of the calendar year in which RSUs were granted. Upon
vesting, eligible participants shall be entitled to receive Common
Shares from treasury to satisfy all or any portion of a vested RSU
award.
The
RSU Plan is a
"rolling" plan reserving a maximum of 10% of the issued and
outstanding shares of the Company at the time the RSU Plan is
approved. The maximum number of RSUs issuable under the RSU Plan is
fixed at 33,288,876 (being 10% of the issued and
outstanding common shares
as of today's date), provided however that at no time may the
number of RSUs issuable under the RSU Plan, together with the
number of Common Shares issuable under options that are outstanding
under the Company's stock option plan ("Option
Plan"), exceed 10%
of the issued and outstanding common shares, calculated on a fully
diluted basis, as at the date of a grant under the RSU Plan or the
Option Plan, as the case may be. The Company has committed to issue
an aggregate of 3,924,043 shares to the employees of
Radix under the RSU Plan as determined by the board of Radix
Motion.
Further details
regarding the RSU Plan and all awards made thereunder will be set
out in the management information circular and proxy statement of
the Company that will be delivered to
shareholders in respect of the Company's next annual meeting of
shareholders.
RSU Grants
The
Company has reserved an aggregate of 3,924,042 RSUs to be
issued to current and future employees of Radix Motion, to be allocated
by a committee of the Board upon request from Radix
Motion. Each vested
RSU entitles the holder to receive one Common Share.
RELATED PARTY TRANSACTION
As a
certain officer of the Company
received Red Light Shares in connection with the Acquisition, it is
considered related party transactions for the purposes of
Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI
61-101"). The
participation of
the officer is exempt from the formal valuation and minority
shareholder approval requirements provided under MI 61-101 in
accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The
Company is relying on an exemption from the formal
valuation
requirements of MI 61-101 available because the fair market value
of the Red Light
Shares
pertaining to the officer does not exceed 25% of the Company's
market capitalization, as determined in accordance with MI 61-101.
The Company did not file a material change
report related to this Acquisition more than 21 days before the
expected closing of the Acquisition as required by MI 61-101 since
the details of the Acquisition were not settled until shortly prior
to the closing of the Acquisition and the Company wished
to close on an expedited basis for sound business
reasons.
About
Red Light Holland Corp.
The Company is an
Ontario-based corporation engaged in the production, growth
and sale
(through existing Smart Shops operators and an advanced e-commerce
platform) of a premium brand of magic truffles to the legal market
within the Netherlands, in accordance with the highest standards,
in compliance with all applicable laws.
For
additional information on the Company:
Todd
Shapiro
Chief Executive
Officer & Director
Tel:
647-204-7129
Email:
todd@redlighttruffles.com
Website:
https://redlighttruffles.com/
Forward-Looking Statements
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Such forward-looking information and forward-looking
statements are not representative of historical facts or
information or current condition, but instead
represent
only the Company's beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently
uncertain and outside of
Red Light
Holland's control.
Generally, such forward-looking information or forward-looking
statements can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or may contain statements that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "will continue", "will occur" or "will
be
achieved". The forward-looking information and forward-looking
statements contained herein include, but are not limited to, the
terms and conditions of the Acquisition, any statements regarding
the Company's intention to utilize technology to
develop products in the psychedelics space, the terms
and conditions of the Company's RSU Plan, regulatory
or political change such as changes in applicable laws and
regulations, perception of the medical-use psilocybin industry,
competition, and other factors or developments
that may hinder market growth. The forward-looking
events and circumstances discussed in this release may not occur
and could differ materially as a result of
known and
unknown risk factors and uncertainties affecting the Company,
including risks regarding the
COVID-19 pandemic, market conditions, economic factors, and
management's inability to manage and to operate the business and
the equity markets generally. Although the Company
has attempted to identify important factors that could cause
actual actions, events or
results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results to differ from
those anticipated, estimated or intended.
Although each of Red Light Holland
believes that the assumptions and factors used in preparing, and
the expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or
guarantee
can be given that such forward- looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such information
and statements. The forward-looking information
and
forward-looking statements contained in this press release are made
as of the date of this press release. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and the Company
assumes no obligation to
update forward-looking statements, whether as a result of
new
information, future events or otherwise.
¹ Douglas Rushkoff https://gen.medium.com/most-vr-is-total-bullshit-81a08431df38