FSD Pharma

Assembling the World’s Largest Legal Indoor Cannabis Production Facility

This FSD Pharma profile is part of a paid investor education campaign.*

Overview

FSD Pharma (CSE:HUGE,OTCQB:FSDDF,FWB:0K9) is focused on the research and development of novel cannabinoid-based treatments for several central nervous system disorders including chronic pain, fibromyalgia and irritable bowel syndrome, and on the development of the highest quality indoor grown, pharmaceutical-grade cannabis. The company is licensed to cultivate cannabis in approximately 25,000 square feet.

FSD’s wholly-owned subsidiary, FV Pharma, is a licensed producer under the Cannabis Act and regulations, having received its cultivation license in October 2017 and its full sale for medical purposes license in June 2019. FV Pharma intends to cover all aspects of the cannabis industry, including cultivation, legal, processing, manufacturing, extracts and research and development.

By retrofitting a former food production facility, FSD Pharma is following in the footsteps of two of the world’s largest cannabis companies by market cap, Canopy Growth (TSXV:WEED) and Aphria (TSX:APHA), which also began their work with the acquisition of Hershey’s and Heinz facilities, respectively. The FSD Pharma facility has an expansion capability of over 3.8 million square feet.

FSD Pharma has established strategic alliances with companies like High Tide Inc. (CSE:HITI), SciCann Therapeutics, Canntab Therapeutics Ltd. (CSE:PILL) and Cannara Biotech (CSE:LOVE). Notably, FSD Pharma has recently acquired Prismic Pharmaceuticals Inc., a US-based specialty R&D pharmaceutical company that is developing novel non-addictive prescription drugs with the aim of addressing the opioid crisis. Prismic’s first prescription drug candidate is expected to commence a phase 2/3 accelerated clinical development program in early 2020 for the treatment of fibromyalgia.

FSD Pharma’s partnership with SciCann Therapeutics Inc. focuses on the research and development of cannabinoid-based treatments, with one such study aimed at treating sufferers of irritable bowel syndrome (IBS). SciCann’s “steady stomach” CBD combination therapy is currently being tested with IBS patients in clinical trials in Pittsburgh.

FSD Pharma Company Highlights

  • ACMPR licensed producer, operating under the recently enacted Cannabis Act.
  • 100 percent ownership of former Kraft Foods facility measuring 70 acres, with 40 acres primed for development.
  • The latest cultivation technologies are to be employed at the facility.
  • Acquisition of Prismic Pharmaceuticals
  • Strategic alliances in place with SciCann, High Tide, Canntab, Cannara, World Class Extractions (CSE:PUMP) and Huge Shops.
  • Ongoing cannabinoid-based studies with SciCann.
  • Management team with knowledge in cannabis cultivation techniques.

FSD Pharma’s Business Model

FSD Pharma is dually focused on growing and supplying cannabis to global markets for medicinal use (FV Pharma subsidiary), and on researching and developing novel prescription cannabinoid-based therapeutic products for the US and other markets.

As part of the company’s medical cannabis platform, FSD Pharma intends to develop proprietary technologies and intellectual property (IP) by conducting clinical trials through Prismic Pharmaceuticals and its strategic partner SciCann. The acquisition of Prismic and the partnership with SciCann allows FSD Pharma to develop cannabinoid-based therapies and treatments for many ailments.

Additionally, the company aims to maintain tight cost controls and achieve economies of scale while taking full advantage of its spacious facility. FSD Pharma is supported by a core competency in quality cultivation.

The former ‘KRAFT’ Cobourg Facility

FSD Pharma’s cannabis production facility is located in Cobourg, Ontario, only one hour east of Toronto. The company is retrofitting the former Kraft Foods facility.

Thanks to its proximity to a metropolitan hub, the facility is easily accessible and is supported by sufficient infrastructure to conduct its operations. In addition to the necessary security, the building has an on-site electrical substation that provides enough power for 9,000 1,000-watt grow bulbs, multiple natural gas lines, 26 loading docks and a 24-inch main sewage pipe. Additionally, the facility’s proximity to Toronto is another cost-saving advantage. By consolidating operations under one roof, FSD Pharma has access to greater economies of scale and the ability to reduce costs as it can host all production and processing activities under one roof.

The former Kraft Facility sits on a 70-acre parcel of land. Currently, 25,000 square feet of the facility is available for cannabis cultivation. FSD Pharma received its standard processing and full sales licenses for the facility from Health Canada in 2019.

Prismic Pharmaceuticals

In July 2019, FSD Pharma closed its acquisition of Prismic Pharmaceuticals Inc., a US-based specialty R&D pharmaceutical company. Prismic is developing novel non-addictive prescription drugs that use a micro-palmitoylethanolamide (PEA) entourage effect that impacts the endocannabinoid system. Prismic’s first prescription drug candidate is expected to commence a phase 2/3 accelerated clinical development program in early 2020 for the treatment of fibromyalgia.

“This transaction symbolizes FSD Pharma’s vision of acquiring a platform company to advance research and development of FDA-approved applications of synthetic cannabinoids and other synergistic molecules,” said FSD Pharma Executive Co-Chairman and CEO Dr. Raza Bokhari. “Led by Peter Moriarty, one of the founders of Shire Pharmaceuticals, Prismic’s management team has built a solid foundation for a specialty pharmaceutical company, and we look forward to providing them with milestone-based support in order to advance proprietary drug candidates through the various development stages. This is a very exciting day for FSD Pharma that we believe represents a paradigm shift in the development and outlook of our company.”

FSD Pharma’s Strategic Alliances

Cannara Biotech – Strategic Investment in Montreal, Quebec

FSD Pharma has invested in Cannara Biotech, which plans to be the largest indoor cultivation facility in Quebec. Cannara purchased a modern 625,000-square-foot facility on 27 acres of land, located less than one-hour drive from Montreal. FSD Pharma has an equity investment of 85,003,750 Class B shares of Cannara.

 High Tide Inc. – Strategic Investment in Alberta and Saskatchewan

 High Tide is an Alberta-based, downstream cannabis corporation focused on the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products. It is a vertically-integrated company in the Canadian cannabis market, with portfolio subsidiaries including RGR Canada Inc., Famous Branz Inc., Kush West Distribution Inc., Smoker’s Corner Ltd., Grasscity.com, Canna Cabana Inc. and the majority of Kush Bar Inc. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value.

CannTab Therapeutics – Collaboration and Profit-Sharing Agreement in Markham, Canada

Canntab Therapeutics was founded on April 20, 2016 by pharmaceutical industry professionals who saw an urgent need to add industry rigor and professionalism to the medicinal cannabis market. CannTab is the first company solely dedicated to research and development of oral dosage therapeutic formulations of cannabis. The company developed a unique, patent pending technology which resulted in the creation of a range of oral dosage products that effectively treat different ailments by delivering a uniform dosage of medicinal cannabis extract.

SciCann Therapeutics – Strategic Partnership in Tel Aviv, Israel

 SciCann Therapeutics is a Canadian-Israeli specialty pharmaceutical company, dedicated to the development and commercialization of novel and disruptive pharmaceutical products that target and modulate the endocannabinoid system. SciCann Therapeutics is active in the fields of oncology, pain management, neurodegenerative diseases and inflammatory disorders, and develops a line of proprietary products for the treatment of chosen life-threatening conditions that present a high level of unmet need.

World-Class Extractions – Collaboration and License Agreement in Toronto, Canada

World-Class Extractions provides precision single step mobile extraction services using patent pending technologies that produce higher yields of crude at faster rates. World-Class Extractions can save its clients floor space, process fees, utility fees, equipment cost and more, including minimizing by-product plant biomass produced and materials used in extraction recovery.

Huge Shops – Toronto, Ontario

FSD Pharma has completed a strategic investment in Huge Shops, a Toronto-based cannabis retailer. Huge Shops has a strategic alliance with Chairman’s Brands, parent company of Coffee Time, a well-established operator of retail coffee shops with more than 75 locations in Canada and other locations worldwide.

As part of the investment, Huge Shops has the option to acquire a minimum of 10 retail locations under Chairman’s umbrella of properties, and, subject to availability and further negotiation, purchase additional Coffee Time sites. FSD Pharma’s investment in Huge Shops’ is expected to enable the company to quickly create a network, with a well-established consumer base of 14 million consumers, in key demographic areas throughout Ontario.

 Solarvest – Collaborative Research Agreement

FSD Pharma has signed a LOI with Solarvest to develop and test pharma-grade cannabinoids out of algae. The pharma-grade process could reduce the production time for targeted cannabinoid molecules by up to 95 percent. Solarvest is an algae technology company whose production platform provides it with an extremely flexible system capable of being adapted to produce numerous products. The company has completed a feasibility study for the expression of CBD and THC as a way to produce cannabinoids in sterile GMP facilities.

Aura Health

FSD Pharma has completed a share exchange transaction with Aura Health (CSE:BUZZ), a Toronto-based medical cannabis company that is building a global network of vertically-integrated businesses. FSD Pharma acquired 13.56 million shares valued at $3 million from Aura Health.

FSD Pharma’s Management

Dr. Raza Bokhari – Executive Co-Chairman of the Board and CEO

Recipient of Philadelphia Business Journal’s “40 under 40” award, physician turned entrepreneur, Dr. Raza Bokhari has over the past several years developed outstanding expertise in aggregating and accelerating life sciences and healthcare services companies. An effective “change agent”, with several years of experience and expertise in start-up and turn-around businesses, he has a special knack of adeptly turning around financially struggling companies. Over the years, he has come to realize the special role of private equity funds, venture capital money and leveraged debt partners in executing accelerated growth trends in healthcare services and cancer diagnostics and therapeutics.

Dr. Bokhari has also spoken before professional organizations and academic institutions, including the US Congressional Caucus. He has a Doctor of Medicine degree from the University of Punjab, Rawalpindi Medical College and an Executive MBA from Temple University, Fox School of Business & Management. He currently serves as the Chairman & CEO of PCL, a global diagnostic provider of addiction screening and opioid prescription medication monitoring, is the managing partner of RBx Capital, LP and is a board member for Akers Biosciences.

Anthony Durkacz – Executive Co-Chairman of the Board and Founder

Anthony Durkacz is currently a Director and Executive Vice President at First Republic Capital Corp. since January 2014. First Republic Capital Corp. has acted as the exclusive agent of the company and has raised approximately $53 million in equity capital to date. Previously, he was President of Capital Ideas Investor Relations from January to December 2013. Before that he was a Director and CFO of Snipp Interactive Inc. (TSXV: SPN) from January 2011 to January 2013. He was instrumental in the financing and public listing of the mobile marketing company with operations in Canada, the USA, Mexico and India.

Durkacz is also the owner and President of Fortius Research & Trading Corp., which provides financial and investor relations consulting services to micro and small cap companies in various sectors, and develops investment strategies for high net worth individuals. From 2006 to 2009, he served as COO and CFO of MKU Canada Inc. engaging in mergers and acquisitions globally, and from 2002 to 2006 he served as the CFO of Astris Energi Inc., a dually listed public company in the USA and Canada which was acquired by an international conglomerate. He began his career at TD Securities on the capital markets trading floor. Durkacz holds an Honors Bachelor of Business Administration from Brock University with a major in both Accounting and Finance.

Zeeshan Saeed – President, Founder and Director

Zeeshan Saeed is an entrepreneur and is one of the founding members of FV Pharma Inc, which is now wholly owned by FSD Pharma Inc. He has been involved with the company from the beginning since July of 2013. Saeed has provided consulting advice to FV Pharma and was instrumental for raising the initial seed capital. He played a key role in bringing together a team of professionals in the development of the corporation’s business plan as well as bringing key relationships to the company. He has experience in international capital markets and has helped various startups with the process of raising initial funding and getting listed on various stock exchanges.

Saeed is an engineer by qualification and is currently President and Director of FSD Pharma Inc. Before entering the capital markets, Saeed was the founder and CEO of Platinum Telecommunications Inc., which was eventually taken over by a public company.

Donal Carroll, CPA – Interim CFO

Donal Carroll joined FSD Pharma as Chief Financial Officer in 2018. An experienced business executive, he has 20 years of corporate finance leadership and public company experience, as well as deep expertise in syndicate investing both in equity and debt securities. He is also Chief Financial Officer of World Class Extractions Inc. With a balance of prudent financing practices and unique insights, Carroll has successfully guided companies for expansion and growth.

Throughout his tenure with Danaher, Alberto Culver – now Unilever (NYSE:UL) — and Cardinal Meats, he was instrumental in major restructuring activities, mergers and acquisitions and the implementations of new internal controls and ERP systems resulting in significant efficiencies through periods of substantial change and strong company growth. Carroll has been an Independent Director of Bird River Resources Inc., since September 15, 2017. He holds a CPA-CMA designation as well as a Bachelor of Commerce degree from University College Dublin (UCD).

Dr. Sara May, Ph.D. – FV Pharma Inc. President

Dr. Sara May is a Ph.D. graduate with a multidisciplinary background in plant breeding and crop genetics with over 10 years’ experience designing, implementing and managing large-scale projects in the field, lab and greenhouse. She has extensive work experience with all aspects of national, international, provincial and regional legislative acts and regulations. Dr. May has deep domain expertise in the medical cannabis industry, which includes managing large-scale operations, developing and implementing quality control and quality assurance methods and standard operating procedures and HACCP.

She has prior experience in the US growing and producing high-quality medical cannabis in California. She was responsible for cloning, up-keep, harvesting, processing and selling product into licensed dispensaries. Dr. May designed a specialized crop breeding program and successfully developed two new strains of cannabis. Dr. May has co-authored 10 peer-reviewed published manuscripts and is an active peer reviewer for national and international scientific journals.

Dr. Edward Brennan Jr., M.D., FACS – FSD BioSciences Division President

Dr. Edward Brennan has over 25 years of experience in leadership roles at major pharmaceutical companies and clinical research organizations. He is an accomplished biopharmaceutical executive with a proven track record in FDA submissions and drug development. Dr. Brennan has extensive experience in all phases of clinical development across multiple therapeutic areas. As a Medical Director with Wyeth-Ayerst Research and GlaxoSmithKline, he led teams through ten IND applications and advanced multiple compounds from pre-candidate selection (proof-of-concept) through clinical trial management and approval. At GSK, he was also responsible for coordinating all clinical activities for external partners within its Center of Excellence in External Drug Discovery. He next founded IndiPharm, a full-service global CRO, that was eventually acquired by private equity company, Velocity Fund Partners.

Dr. Brennan received his undergraduate Bachelor of Science Degree in Pharmacy from the Philadelphia College of Pharmacy and Science. He went on to study Medicine at the Royal College of Surgeons in Ireland before receiving his medical degree from the Temple University School of Medicine.

Dr. Larry Kaiser – Chairman of Scientific Advisory Board

Dr. Kaiser is the Dean, Lewis Katz School of Medicine at Temple University, President & CEO of Temple Health System and Senior Executive Vice President for Health Affairs at Temple University in Philadelphia, and was named one of the “50 Most Influential Clinical Executives” for 2019 by Modern Healthcare. Before joining Temple University in 2011, Dr. Kaiser served as the President of the University of Texas Health Science Center at Houston. He graduated from Tulane University School of Medicine and completed a residency in general surgery as well as a fellowship in surgical oncology at UCLA. Dr. Kaiser then completed a residency in cardiovascular and thoracic surgery at the University of Toronto. Following faculty appointments at Memorial Sloan-Kettering Cancer Center and the Washington University School of Medicine, Dr. Kaiser joined the University of Pennsylvania in 1991, where he held positions including Associate Professor of Surgery, Chief of General Thoracic Surgery, Founder and Director of Penn’s Lung Transplantation Program, and Director of its Center for Lung Cancers and Related Disorders. In 2001 he was named the John Rhea Barton Professor and Chairman of the Department of Surgery and the University Health System’s Surgeon-in-Chief.

Dr. Kaiser is the author or co-author of 16 books and more than 300 peer-reviewed papers, and is a member of every major surgical society. In 2005 he was elected to the National Academy of Medicine (formerly the Institute of Medicine of the National Academy of Sciences). His recent honors include citations in Castle Connolly’s America’s Top Doctors for CancerWho’s Who in the World and Philadelphia magazine’s “Top Doctors,” among others. Dr. Kaiser maintains time in his schedule at Temple for a limited surgical practice.

Robert J. Ciaruffoli, CPA – Director

Robert J. Ciaruffoli is a co-founder and vice-chairman of Broad Street Angels, a 100-member Philadelphia-based angel investor network which invests in start-up entrepreneurial businesses with high growth potential. Broad Street Angels is the largest angel investor network in the Philadelphia region.

He is a CPA and served as the chairman and CEO of the Parente Beard/Baker Tilly accounting and advisory firm. During his tenure as chairman and CEO, he and his team transitioned the firm from a Pennsylvania practice to a multi-state super-regional firm. In 2014, he orchestrated a merger of the Parente Beard and Baker Tilly Virchow Krause firms to create the twelfth largest US accounting and advisory firm. He also served on the board of directors and executive committee of Baker Tilly International, the eighth largest global accounting network. During his tenure on the board and the executive committee, Baker Tilly International grew from an unranked network to the eighth largest global accounting network.

Throughout his career, Ciaruffoli has served on numerous for-profit and not-for-profit boards. Presently, he is the President of the board of directors of The Pennsylvania Society, a board member of Ben Franklin Technology Partners, a board member of eureQa – a SaaS cloud based automated platform for testing digital applications, and a member of the finance committee of the Archdiocese of Philadelphia. He was also the past chairman of the Pennsylvania State Board of Accountancy. He holds a Bachelor of Science in Accounting from Kings College, Wilkes-Barre, Pennsylvania and has proudly served in the US Marine Corps (1970 to 1972).

James A Datin – Director

Over the course of his 30-year career, James Datin has been a successful CEO, raised capital for entrepreneurs to grow companies and managed companies throughout the US, Europe and Asia. He has also completed over 50 transactions including venture investments, buyouts, acquisitions, mergers, IPOs, licensing and partnership agreements.He is the current President & CEO of BioAgilytix, a leading global bioanalytical contract research organization (CRO) that supports the development of novel therapeutic biologics. Since he became CEO, BioAgilytix has grown its customer base and significantly increased its facility footprint and capacity, including expansion to Europe with the acquisition of Hamburg-based laboratory IPM Biotech. With his leadership, the company has been named to the Inc. 5000 list of Fastest Growing Private Companies in America six times, was named CRO of the Year in North Carolina and has achieved industry-leading customer satisfaction as measured by an independent marketing firm. BioAgilytix was recently acquired by Cobepa, a PE fund.

Datin was previously EVP and Managing Director at Safeguard Scientifics, Inc., where he led the deal and investment team. He was also CEO of Touchpoint Solutions and is a former board member of Intralinks, where he chaired the audit committee. The company was acquired by TA & Associates. He was also Chairman of the Board for five years at Clarient, a cancer diagnostics company, when it was acquired by GE Healthcare in December 2010. In addition, he was Chairman of the Board of Laureate Pharma. Datin holds an Advanced Management Degree from the Wharton School at The University of Pennsylvania, a Master of Business Administration Degree from the University of New Haven and a Bachelor of Business Administration Degree from Marshall University.

Gerald Goldberg, CPA, CA – Director

Gerald Goldberg has over 30 years of experience in the service, distribution, retail, mining, natural resources, oil and gas, real estate, not-for-profit entities and manufacturing industries, with a strong emphasis in taxation and business advisory services. He served as a Partner in the predecessor firm of Grant Thornton for over 15 years before he headed the U.S. Public Company audit division of Academy Capital Corp. Goldberg has served in various roles at the following companies: Gravitas Financial Inc., Gilla Inc., Capricorn Business Acquisitions Inc., Baymount Inc., Blue Nordic Partners Inc., Leo Acquisitions Corp., InterAmerican Gaming Inc., Grasslands Entertainment Inc., Pinetree Capital Ltd., Prime City One Capital Corp., Emerge Resources Corp., Victory Capital Corp., Lakeside Minerals Inc. and Keyuan Petrochemicals Inc.

David Urban – Director

Driven leader and board member with comprehensive accomplishments leading corporate development, government affairs, coalitions, legislative influence, political campaigns and cross-functional teams to achieve goals. Known as an innovative thinker with strong telecommunications, finance, health care, technology, defense, legal, trade and energy acumen. Demonstrated success advising leaders at the highest level of business and government in complex, regulated organizations. Recognized influencer and thought leader that is regularly cited by CNN, New York Times, Washington Post and other leading media outlets. Enables businesses to maximize performance by implementing appropriate strategies through analysis of details to gain understanding of the competitive position, emerging issues, trends and relationships. Continued progression of leadership advising Fortune 100 C-level executives, the president of the United States, members of congress and leading a top government relations firm. Awarded the Bronze Star for action as an Army officer in Iraq.


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