Enveric
Biosciences Announces Definitive Agreement to Acquire MagicMed
Industries, a Pharmaceutical Drug Discovery
and
Development Platform Focused on New-Generation Psychedelic
Molecular Compounds and Derivatives.
With this
acquisition, Enveric will expand and complement its pipeline of
naturally occurring cannabinoid compounds with a robust portfolio
of psychedelic-derived
molecules.
Enveric aims
to move into the clinic with novel cannabinoid and
psychedelic-derived
therapies to
improve standard of care and serve unmet needs across
multiple indications including oncology and
CNS, such as PTSD.
Upon
closing, Dr. Joseph Tucker will be appointed Enveric Biosciences
CEO and David Johnson as Executive Chairman
Management
will host a conference call to discuss the transaction on Monday,
May 24th
at
8:30 a.m. ET
NAPLES, Fla.,
May 24, 2021 -- InvestorsHub NewsWire
-- Enveric
Biosciences (NASDAQ: ENVB) ("Enveric" or the "Company"), a
patient-first biotechnology company developing novel cannabinoid
medicines to improve quality of life for cancer
patients, today announced that it has
entered into a definitive agreement to acquire
MagicMed Industries Inc. ("MagicMed"), a
privately-held biotechnology company focused on creating
a library of novel
derivative psychedelic molecules such as
psilocybin, N,N-dimethyltryptamine (DMT) and
other molecular derivatives with applications across
multiple indications, in an all-stock
transaction.
Through its extensive R&D
capabilities at the state-of-the-art facility at the University of
Calgary, MagicMed has focused on the discovery and early
development of novel drug candidates, structurally related to
psychedelics with vastly improved pharmaceutical characteristics
and commercial potential for the treatment of neurological and
psychological indications. The Psybrary™ is MagicMed's library of
novel psychedelic derivatives developed through the combination of
synthetic biology and traditional chemistry techniques. MagicMed
has 13 patent applications
filed for
derivatives
of psilocybin and
DMT, 2
patent applications filed for derivatives of mescaline and
MDMA with
further intellectual property protection for mescaline, MDMA,
ibogaine
and LSD in process.
The acquisition of MagicMed
will expand and complement Enveric's current pipeline of naturally
occurring compounds, which is primarily focused on
cannabinoids, to now include a robust portfolio of
psychedelic-derived molecules. Enveric
intends to
continue to develop
patient-centric support care therapies in oncology and central
nervous system (CNS) indications. Upon closing, Enveric
intends to
commence drug
discovery and development for treatment of cancer-related Post
Traumatic Stress Disorder (PTSD) patients who are currently in
treatment for cancer and those who are in remission.
It is anticipated
that the PTSD drug development program holds the potential to be
expanded in the future beyond cancer-related
applications to include other patient populations, such as military
veterans.
"Our proposed acquisition of MagicMed
underscores the core fundamental mission of Enveric to form a drug
discovery and clinical stage biotechnology company with a focus on
bringing forward nature-originated
therapies to
improve the standard of care and serve unmet needs in oncology and
CNS indications," said David Johnson, Chairman and CEO of Enveric
Biosciences. "Psychedelics and cannabinoids, in our opinion, have
extensive patient benefits for the mind and body.
We welcome MagicMed's world class research and development team led
by Dr. Joseph Tucker, who not only have experience in psychedelic
drug discovery, but also research experience in cannabinoids, as
well. Patients who are currently being treated for cancer or are in
remission are forced to face debilitating physical and
mental side effects
with very few treatment options available to
alleviate their pain. PTSD, for example, is a significant unmet
need for this patient population. Together, with the MagicMed
team, following the closing of the
acquisition, we plan to commence the discovery and
development of psychedelics-derived therapies."
Once closing is complete, Dr.
Joseph Tucker will be appointed Chief Executive Officer of the
Company and David Johnson, current Chief Executive Officer and
Chairman, will be appointed Executive Chairman.
Dr. Joseph Tucker is a seasoned
executive who has built several publicly traded biotechnology
companies. Dr. Tucker was a founder and chief executive officer of
Stem Cell Therapeutics, which was acquired by Trillium Therapeutics
in 2013. Dr. Tucker has also held the position of co-founder
and CEO of Epimeron Inc., a University of Calgary
start-up acquired in the creation of Willow Biosciences Inc.
At Willow, Dr. Tucker served as
Executive
Chairman and COO. Prior to founding these
companies, Dr. Tucker was a healthcare analyst with two investment
banks and has also worked in technology commercialization for a
university technology transfer office. Dr. Tucker received his
Ph.D. in Biochemistry and Molecular Biology from the University
of Calgary.
"Our mission at MagicMed has
always been focused on unlocking the full potential of
psychedelic-derived medicines for the treatment of neurological and
psychological indications," added Dr. Joseph Tucker, Chief
Executive Officer of MagicMed. "Complementing our R&D
capabilities, working together with Enveric will allow us to
leverage the company's clinical team, all of whom are focused on
advancing our extensive pipeline of molecules through the clinic to
help serve the millions of patients who are suffering with mental
health issues around the globe. Through this acquisition - in the
best interest of each of our respective teams - we have bolstered
our pipeline, bringing together a seasoned team of experts with the
leadership skills and knowledge that is crucial to creating a
platform that aims to address large unmet total addressable
markets (TAM)."
The transaction is
structured as an amalgamation under the Business
Corporations Act (British Columbia). At the
closing, a recently formed subsidiary of Enveric will amalgamate
with MagicMed, with the resulting corporation being an indirect
wholly owned subsidiary of Enveric. Under the terms of the
amalgamation
agreement
and other
related agreements, Enveric will issue the
shareholders of MagicMed an aggregate of 9,946,969 shares of common stock of
Enveric, as well as warrants, options, and restricted stock units to
acquire an additional 9,039,882 shares of common stock of
Enveric. The current Enveric shareholders
will own approximately 63.4% of the combined company's
common stock, as calculated on a
fully
diluted basis, and current MagicMed
shareholders will own approximately 36.6% of the combined company's
common stock, as calculated on a
fully
diluted basis. The agreement is subject to
customary closing conditions and the approval of
Enveric's and MagicMed's shareholders and is expected to
close during the second half of 2021. Additionally, as part of the
closing of the transaction, Enveric will receive approximately $4
million (CAD) in cash from the MagicMed Treasury.
David Johnson and Dr. Joseph
Tucker will host a conference call to discuss the transaction
today, May 24th
at 8:30 a.m.
ET.
Conference
Call Details:
Date: Monday, May
24th
Time: 8:30 a.m. Eastern
Time
Toll-Free Dial-In Number:
1-877-705-6003
International Dial-In Number:
1-201-493-6725
Conference ID:
13720013
Webcast Link: https://www.enveric.com/investors/events/
A telephone replay will be
available through Monday, June 7, 2021. To access the replay,
please dial 1-844-512-2921 (domestic) or 1-412-317-6617
(international). At the system prompt, please enter the code
13720013 followed by the # sign.
About Enveric
Biosciences
Enveric Biosciences is a
patient-first biotechnology company developing rigorously tested,
novel cannabinoid medicines to improve quality of life for cancer
patients. Initial indications include radiodermatitis, a common and
often severe side effect of radiation therapy, and
chemotherapy-induced neuropathy. For more information, please
visit https://www.enveric.com/.
About MagicMed
MagicMed Industries intends to
partner with pharmaceutical and other companies to develop and
commercialize psychedelic-derived pharmaceutical candidates.
MagicMed's psychedelic derivatives library, the
Psybrary™,
is anticipated to be an essential building block from which
industry can develop new patented products. The initial focus of
the Psybrary™ is
on psilocybin and DMT derivatives, and it is then expected to be
expanded to other psychedelics such as MDMA, LSD, mescaline, and
ibogaine.
No Offer or
Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No public offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Important
Additional Information Will be Filed with the SEC
In connection with the proposed
transaction between Enveric and MagicMed, Enveric intends to file
relevant materials with the SEC, including a registration statement
that will contain a proxy statement and prospectus. ENVERIC URGES
INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ENVERIC, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and shareholders will be able to obtain
free copies of the proxy statement, prospectus and other documents
filed by Enveric with the SEC (when they become available) through
the website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders will be able to obtain free copies of
the proxy statement, prospectus and other documents filed by
Enveric with the SEC by contacting Investor Relations by mail at
Enveric Biosciences, Inc., Attn: Investor Relations, 4851 Tamiami
Trail N, Suite 200, Naples, FL 34103. Investors and stockholders
are urged to read the proxy statement, prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed
transaction.
Participants
in the Solicitation
Enveric and MagicMed, and each
of their respective directors and executive officers and certain of
their other members of management and employees, may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about Enveric's directors and
executive officers is included in Enveric's Annual Report on Form
10-K for the year ended December 31, 2020, filed with the SEC on
April 1, 2021. Additional information regarding these persons and
their interests in the transaction will be included in the proxy
statement relating to the transaction when it is filed with the
SEC. These documents can be obtained free of charge from the
sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can generally identify
forward-looking statements by the use of forward-looking
terminology such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "explore," "evaluate," "intend," "may,"
"might," "plan," "potential," "predict," "project," "seek,"
"should," or "will," or the negative thereof or other variations
thereon or comparable terminology. These forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which are beyond Enveric's and
MagicMed's control. Statements in this communication regarding
Enveric, MagicMed and the combined company that are
forward-looking, including projections as to the anticipated
benefits of the proposed transaction, the impact of the proposed
transaction on Enveric's and MagicMed's business and future
financial and operating results, the amount and timing of synergies
from the proposed transaction, expectations regarding capital
structure following the closing of the proposed transaction, the
combined company's pipeline, intellectual property protection and
R&D spend, and the closing date for the proposed transaction,
are based on management's estimates, assumptions and projections,
and are subject to significant uncertainties and other factors,
many of which are beyond Enveric's and MagicMed's control. These
factors include, among other things, the combined company's ability
to execute successfully its strategic plans, including its business
development strategy, the expiration of patents or data protection
on certain products, including assumptions about the combined
company's ability to retain patent exclusivity of certain products,
the impact and result of governmental investigations, the combined
company's ability to obtain necessary regulatory approvals or
obtaining these without delay, the risk that the combined company's
products prove to be commercially successful or that contractual
milestones will be achieved. Similarly, there are uncertainties
relating to a number of other important factors, including: results
of clinical trials and preclinical studies, including subsequent
analysis of existing data and new data received from ongoing and
future studies; the content and timing of decisions made by the
U.S. FDA and other regulatory authorities, investigational review
boards at clinical trial sites and publication review bodies; the
ability to enroll patients in planned clinical trials; unplanned
cash requirements and expenditures; the amount of funds the
combined company requires for its product candidates;
competitive
factors; the ability to obtain, maintain and enforce patent and
other intellectual property protection for any product candidates;
the ability to maintain key collaborations; the impact of the ongoing
COVID-19 pandemic on combined company's results of operations,
business plan and the global economy; and general economic and market
conditions. Additional information concerning these risks,
uncertainties and assumptions can be found in Enveric's filings with the SEC, including
the risk factors discussed in Enveric's most recent Annual Reports
on Form 10-K, as updated by its Quarterly Reports on Form 10-Q
and future filings with the SEC.
Important risk factors could
cause actual future results and other future events to differ
materially from those currently estimated by management, including,
but not limited to, the risks that: a condition to the closing of
the proposed acquisition may not be satisfied; a regulatory
approval that may be required for the proposed acquisition is
delayed, is not obtained or is obtained subject to conditions that
are not anticipated; Enveric is unable to achieve the
synergies and value creation contemplated by the proposed
acquisition; Enveric is unable to promptly and
effectively integrate MagicMed's businesses; management's
time and attention is diverted on transaction-related issues;
disruption from the transaction makes it more difficult to maintain
business, contractual and operational relationships; legal
proceedings are instituted against Enveric, MagicMed or the combined company;
Enveric, MagicMed or the combined company is
unable to retain key personnel; and the announcement or the
consummation of the proposed acquisition has a negative effect on
the market price of the capital stock of Enveric. No assurances can be given
that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do occur,
what impact they will have on the results of operations
or
financial condition
of Enveric or MagicMed. Should any risks and
uncertainties develop into actual events, these developments could
have a material adverse effect on the proposed transaction
and/or Enveric or MagicMed, Enveric's ability to successfully
complete the proposed transaction and/or realize the expected
benefits from the proposed transaction. You are cautioned not to
rely on Enveric's and MagicMed's forward-looking statements.
These forward-looking statements are and will be based upon
management's then-current views and assumptions regarding future
events and operating performance, and
are applicable only
as of the dates of such statements. Neither Enveric nor MagicMed assumes any duty to update or
revise forward-looking statements, whether as a result of
new information,
future events or otherwise, as of any future date.
###
Investor
Contacts
Valter Pinto /
Allison Soss
KCSA Strategic
Communications
212.896.1254 /
212.896.1267
valter@kcsa.com
/ asoss@kcsa.com
Media
Contacts
Caitlin Kasunich /
Raquel Cona
KCSA Strategic
Communications
212.896.1241 /
516.779.2630
ckasunich@kcsa.com
/ rcona@kcsa.com
Enveric Biosciences (NASDAQ:ENVB)
Historical Stock Chart
From Feb 2024 to Mar 2024
Enveric Biosciences (NASDAQ:ENVB)
Historical Stock Chart
From Mar 2023 to Mar 2024