FSD Pharma Acquires Therapix Biosciences for $48M

Therapix Biosciences Ltd. (“Therapix”) (TRPX) a specialty, clinical-stage pharmaceutical company focusing on the development of cannabinoid-based treatments, announced today signing a binding letter of intent (the “LOI”) with FSD Pharma Inc. (“FSD”) (CSE:HUGE) (FSDDF) (0K9.F), under which FSD will acquire Therapix, effective October 22, 2018 (the “Transaction”). The Transaction focuses on Therapix proprietary IP and related technology, and assets pertaining to all clinical stage pharmaceutical assets applications, excluding certain pain assets, such as the US based pain clinics.

The Transaction combines two highly-complementary businesses and creates a medical cannabis industry leader focused on the research and development of advanced and innovative cannabinoid treatments.

The all-stock Transaction values Therapix Biosciences at approximately $48 million (USD) and the shareholders of Therapix will receive FSD stock upon closing of the Transaction. The terms of the LOI will be superseded by a definitive agreement, which the parties intend to execute within 30 days.

“We are excited to join FSD Pharma to be part of one of the fastest growing, most forward-thinking companies in this sector,” said Ascher Shmulewitz, MD, PhD, Chairman of Therapix. “Our combined resources and highly competent scientific and business leadership teams, position the combined entity well to execute upon our shared vision to deliver groundbreaking, proprietary cannabinoid platform technologies to both the professional and retail markets globally. As a result, we have suspended all negotiations with Cure Pharmaceutical Holding Corp.”

Professor Raphael Mechoulam, Chairman of Therapix Scientific Advisory Board, a pioneer and world leader in cannabinoids and cannabis research 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 Prof. Rafael Mechoulam speaks for itself,” 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.

According to Dr. Raza Bokhari, Director of FSD Pharma and Chairman of the M&A committee, “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.” Dr. Bokhari added, “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.”