FSD Pharma Inc. (Nasdaq:HUGE) (CSE:HUGE) ("FSD
Pharma" or the "Company") today announced that it has
entered into an Equity Distribution Agreement dated February 11,
2021 (the "Sales Agreement") with A.G.P./Alliance Global
Partners (the "Sales Agent"). Under the Sales Agreement the
Company may, at its discretion and from time-to-time during the
term of the Sales Agreement, sell, through the Sales Agent, Class B
Subordinate Voting Shares of the Company (the "Class B
Shares"). Sales of Class B Shares will be made through
"at-the-market distributions" as defined in the Canadian Securities
Administrators' National Instrument 44-102-Shelf Distributions,
including sales made directly on the Nasdaq Capital Market
("Nasdaq"), or any other recognized trading market upon
which the Class B Shares are listed or quoted in the United States.
No offers or sales of Class B Shares will be made in Canada on the
Canadian Securities Exchange (the "CSE") or other trading
markets in Canada.
The sales, if any, of Class B Shares made under the Sales
Agreement will be made by means of ordinary brokers' transactions
on the Nasdaq at prevailing market prices for the Class B Shares at
the time of sale, or as otherwise agreed upon by the Company and
the Sales Agent.
The sale of the Class B Shares (the "Offering") is being
made by way of a prospectus supplement dated February 11, 2021,
covering the sale of up to US$20 million of Class B Shares (the
"Prospectus Supplement"), to the Company's existing U.S.
registration statement on Form F-10 (the "Registration
Statement") and Canadian short form base shelf prospectus (the
"Base Shelf Prospectus") each dated June 16, 2020. The
Prospectus Supplement relating to the Offering has been filed with
the securities commissions in each of the provinces of Canada
(other than Québec) and with the U.S. Securities and Exchange
Commission (the "SEC"). The Prospectus Supplement and the
Registration Statement are available on the SEC's website
(www.sec.gov) and the Prospectus Supplement (together with the
related Base Shelf Prospectus) is available on the SEDAR website
maintained by the Canadian Securities Administrators at
www.sedar.com. Alternatively, the Sales Agent will provide copies
of the Prospectus Supplement (together with the related Base Shelf
Prospectus and the Registration Statement) upon request by
contacting A.G.P./Alliance Global Partners, at 590 Madison Avenue,
28th Floor, New York, NY 10022, or by telephone at (212) 624-2060,
or by email at prospectus@allianceg.com.
The Company expects to use any net proceeds of the Offering to
finance future growth opportunities, including acquisitions and
investments, to finance its capital expenditures, for working
capital purposes or for general corporate purposes, and in
particular, to continue advancement of the near-term objectives
with respect to its R&D program for the commercialization of
ultramicronized-palmitoylethanolamide ("FSD201").
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About FSD Pharma
FSD Pharma Inc. is a publicly-traded holding company.
FSD Pharma BioSciences, Inc., a wholly-owned subsidiary, is a
specialty biotech pharmaceutical R&D company focused on
developing over time multiple applications of its lead compound,
FSD201, by down-regulating the cytokines to effectuate an
anti-inflammatory response.
The Company filed an IND with the U.S. Food and Drug
Administration (“FDA”) on August 28, 2020 and was approved
on September 25, 2020 to initiate a phase 2 clinical trial for the
use of FSD201 to treat COVID-19, the disease caused by the
SARS-CoV-2 virus.
Severe COVID-19 is characterized by an over-exuberant
inflammatory response that may lead to a cytokine storm and
ultimately death. The Company is focused on developing FSD201 for
its anti-inflammatory properties to avoid the cytokine storm
associated with acute lung injury in hospitalized COVID-19
patients.
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its regulation
services provider accept responsibility for the adequacy or
accuracy of this press release.
Certain statements contained in this press release constitute
"forward-looking information" and "forward-looking statements"
within the meaning of applicable Canadian and U.S. securities laws
(collectively, "Forward-Looking Information").
Forward-Looking Information includes, but is not limited to,
information with respect to the sale of Class B Shares by the
Company pursuant to the Offering, the expected use of proceeds
received from the Offering by the Company, if any, FSD Pharma's
strategy, plans or future financial or operating performance,
receipt of any FDA approvals, the completion of any trials
regarding the use of FSD201 to treat COVID-19, the safety of FSD201
or whether FSD201 may be effective in treating COVID-19, the costs
associated with such planned trials and FSD Pharma's belief that it
has sufficient cash to complete the phase 2 clinical trial, FSD
Pharma's ability to obtain required funding and the terms and
timing thereof, and the ultimate development of any FDA approved
synthetic compounds.
The use of words such as "budget", "intend", "anticipate",
"believe", "expect", "plan", "forecast", "future", "target",
"project", "capacity", "could", "should", "focus", "proposed",
"scheduled", "outlook", "potential", "estimate" and other similar
words, and similar expressions and statements relating to matters
that are not historical facts, or statements that certain events or
conditions "may" or "will" occur, are intended to identify
Forward-Looking Information and are based on FSD Pharma's current
beliefs or assumptions as to the outcome and timing of such future
events, including, but not limited to, that the Company makes sales
of Class B Shares pursuant to the Offering and employs the proceeds
therefrom as currently expected. Such beliefs or assumptions
necessarily involve known and unknown risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in such Forward-Looking Information. Certain
of these risks and uncertainties are described in the Prospectus
Supplement, the Registration Statement and the Base Shelf
Prospectus, as well as in the Company's continuous disclosure
filings available under the Company's SEDAR profile at
www.sedar.com and under the Company's EDGAR profile at www.sec.gov.
Forward‐Looking Information is not a guarantee of performance. The
Forward-Looking Information contained in this press release is made
as of the date hereof, and FSD Pharma 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 law.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210211005531/en/
Donal Carroll, Chief Financial Officer, FSD Pharma Inc.
Dcarroll@fsdpharma.com
Investor Relations IR@fsdpharma.com
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