Mydecine Innovations Group Inc. (OTC: MYCOF) (CSE: MYCO) has closed its previously announced acquisition of NeuroPharm Inc., a developer of natural health, psychedelic-based treatments for post-traumatic stress disorder and other serious mental health disorders in veterans and frontline workers.
Pursuant to the terms of a definitive share exchange agreement, as amended, (the “Agreement”) among the Company, NeuroPharm, and NeuroPharm’s shareholders, the Company acquired all of the issued and outstanding shares of NeuroPharm in exchange for the issuance of 9,000,000 common shares of the Company (the “Payment Shares”) at a deemed price of $0.70 per Payment Share. 4,244,120 of the Payment Shares, which were issued for seed shares of NeuroPharm, are subject to a staged 24-month lock-up, whereby one-quarter of such Payment Shares will become free trading on January 14, 2021, one-quarter will become free trading on July 14, 2021, one-quarter will become free trading on January 14, 2022, and the final one-quarter will become free trading on July 14, 2022. The balance of the Payment Shares issuable to NeuroPharm shareholders shall be subject to lock-up until September 14, 2020.
Joshua Bartch, Chief Executive Officer of Mydecine commented: “I am extremely excited to welcome NeuroPharm and its distinguished team to the Mydecine family. This acquisition will greatly expand the Company’s research capacity and help advance both scientific understanding and the availability of naturally-sourced psilocybin to research institutions around the globe.”
NeuroPharm shareholders are entitled additional common shares of the Company (“Additional Shares”) in the event the volume-weighted average closing price (the “Market Price”) of the Common Shares on the Canadian Stock Exchange in the twenty (20) trading days prior to a date on which Payment Shares are released from lock-up is less than $0.70. In such a case, on each such release date, NeuroPharm shareholders shall be entitled to such number of Additional Shares as is determined by multiplying the difference between $0.70 and the Market Price by the number of Payment Shares to be released on such release date, and dividing the product by such Market Price, subject to a maximum cumulative issuance of 30% of the Payment Shares issuable to each NeuroPharm Shareholder. Moreover, Mydecine has agreed to advance certain working capital to NeuroPharm within 30 days following closing. In the event that Mydecine does not provide said working capital it shall issue an additional 2,700,000 common shares to the NeuroPharm shareholders.
Pursuant to the Agreement, the Company issued to NeuroPharm representatives 10,000,000 performance warrants (each a “Performance Warrant”) which shall vest in tranches upon the achievement of certain clinical trial and patent application milestones. Each Performance Warrant upon vesting will be exercisable into common shares at a price per share equal to a 20% discount to the market price of the Common Shares on the trading date immediately preceding receipt of notice of exercise from the Performance Warrant holder. The Performance Warrants will expire five years following the closing date.
In addition, Mydecine has engaged Native Ads Inc. to execute a comprehensive digital media marketing campaign for the Company. This programmatic digital advertising campaign will run for a 3-month period at a cost of approx. $135,000, and is to include content creation, web development, media buying and distribution, advertising creative development, campaign reporting and optimization.
About NeuroPharm Inc.
NeuroPharm Inc. is a Canadian-based healthcare company developing a unique set of pharmaceutical and natural health products addressing mental wellness in vulnerable populations. It is committed to bringing to market adaptive plant-based therapies for use as an adjunct to clinical therapy to treat traumatic disorders specifically observed in veterans and first responders. NeuroPharm was founded by a dedicated group of former military personnel motivated to seek alternative treatments addressing these traumatic disorders experienced by many veterans following active service. The management team is proud to include contributions and advisory from esteemed scientific, academic, clinical and product development specialists.
About Mydecine Innovations Group Inc.
Mydecine Innovations Group(TM) is a publicly traded life sciences parent company dedicated to the development and production of adaptive pathway medicine, natural health products and digital health solutions stemming from fungi. Mydecine’s experienced cross functional teams have the dynamic capabilities to oversee all areas of medicine development including synthesis, genetic research, import/export, delivery system development, clinical trial execution, through to product commercialization and distribution. By leveraging strategic partnerships with scientific, medical, military, and clinical organizations, Mydecine is positioned at the forefront of psychedelic medicine naturally derived from fungi, therapeutic solutions, and fungtional(TM) mushroom vitality products. Our portfolio of unified companies, including Mydecine Health Sciences(TM), MindLeap Health(TM), and NeuroPharm(TM) focus on providing innovative and effective options that can provide millions of people with a healthier quality of life.