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Levitee Labs Signs Definitive Agreements to Acquire Clinics, Pharmacies, and a Telemedicine Company in Alberta

  • Asset purchase agreement to acquire all material operating assets of 5 addiction clinics
  • Share purchase agreement to acquire 3 specialized pharmacies
  • Share purchase agreement to acquire leading telehealth provider in addiction services
  • Combined for over 35,000 patient visits over the past 12 months, 70% via telehealth
  • Targets combined trailing twelve months revenues of approximately $7.5 million, with over $1 million in EBITDA
  • Aggregate purchase price for the three acquisitions of approximately C$4 million in cash and C$1.5 million in stock

Levitee Labs Inc. (CSE: LVT) (" Levitee " or the " Company "), an integrative wellness company, is pleased to announce that it has executed the following definitive agreements (collectively, the " Agreements "):

  1. Asset purchase agreement to acquire all material operating assets of ACT Medical Centres, Inc. (" ACT Medical "), comprised of a group of five (5) addiction and pain management clinics across Alberta, for $350,000 in cash. A leader in addiction and substance abuse treatments, ACT Medical hosted more than 35,000 patient visits in the past 12 months.

  2. Share purchase agreement to acquire all of the issued and outstanding shares of three (3) pharmacies in Alberta specialized in filling prescriptions for patients with substance abuse disorders, mental health conditions and chronic pain. The purchase price under this agreement is $3,685,262, payable in cash plus or minus customary working capital adjustments.

  3. Share purchase agreement to acquire BlockMD LTD. (" BlockMD "), which operates a leading telemedicine platform used by addiction patients to access doctors and order prescriptions in Alberta, for $1,475,000 (the " BlockMD Purchase Price "). Over the last 12 months, BlockMD conducted over 20,000 patient visits remotely through its platform. The BlockMD Purchase Price will be paid through the issuance of Levitee common shares (" Shares "), the number of Shares to be determined on the date of closing, subject to downside protection in the event the Shares trade below a predetermined price 4 months and 1 day post-closing of the transaction.

The Agreements provide that upon completion of the Transactions, current owner Alex Wylie, will stay on in a consulting basis and the businesses' principal operator, Carrie Wylie, will be engaged full-time as General Manager of Levitee's Alberta operations.

Pouya Farmand, Chief Executive Officer of Levitee, commented, "The Agreements we have entered today are integral to our growth strategy and goal of building a platform that will set a new standard for substance abuse and mental health treatment in Canada. Through these acquisitions, we expect Levitee will become the largest non-government provider of addiction treatment services in Alberta."

"These acquisitions are not only a milestone in our mission to build the substance abuse and addiction treatment platform of tomorrow, but are also immediately accretive to our top and bottom lines," added Ken Osborne, Head of M&A at Levitee. "The assets we will be acquiring have been growing aggressively, even through the pandemic, and we are excited to add our team's expertise and strong balance sheet to support this momentum. Levitee has a well capitalized balance sheet with the working capital needed to execute on additional future acquisitions as well as ongoing business initiatives," added Mr. Osborne.

The acquisition of these traditional healthcare assets is intended to serve as the initial platform from which Levitee aims to implement psychedelic therapies such as ketamine treatment for mental health, pain, and addiction patients. Levitee also aims to include psilocybin- and ibogaine-based treatment options as soon as it is legally possible to do so.

"All of our physicians and medical professionals are excited to join Levitee due to Levitee's dedication to positively impacting outcomes in the area of mental health and addictions treatment," said Mr. Wylie. "The ACT group of companies has been focused on delivering evidence-based treatment to our patient base through the use of telehealth. The breadth of expertise of the Levitee team will allow the ACT group of companies to significantly expand and enhance our program."

Completion of the Transactions is subject to customary conditions precedent, which are expected to be met in the coming weeks. Completion of each Transaction is not dependent on the completion of the other Transactions.

About Levitee Labs

Levitee Labs is establishing itself as a leader in the integrative wellness space. Through leveraging an M&A regimen that focuses on the centralization of complementary integrative wellness assets, Levitee Labs aims to transform mental health and addiction treatments through the integration of psychedelic medicines and therapies.

Further information about the Company is available on its website at www.leviteelabs.com .

Forward-Looking Statements

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance, or achievements that Levitee anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, statements respecting the Company's planned acquisitions, the closing of same and the expected benefits of same, Levitee's business plans and proposed products, Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Levitee to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. These risks and uncertainties include, but are not limited to, those identified and reported in the Company's public filings under the Company's SEDAR profile at www.sedar.com . Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that any such statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement.

The CSE (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

For further information about Levitee, please contact:

Levitee Media Contact
media@leviteelabs.com

Levitee Investor and Corporate Communications
ir@leviteelabs.com


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Seelos Announces Postponement of its Annual Meeting of Stockholders

Seelos Therapeutics, Inc. (Nasdaq: SEEL) ("Seelos"), a clinical-stage biopharmaceutical company focused on the development of therapies for central nervous system disorders and rare diseases, today announced that its 2024 Annual Meeting of Stockholders (the "Annual Meeting"), which was originally scheduled to be held on September 27, 2024 has been postponed. The Annual Meeting is now scheduled to be held virtually, via live webcast at www.virtualshareholdermeeting.comSEEL2024 on Friday, October 25, 2024 at 8:00 a.m., Eastern Time . The record date for the Annual Meeting August 19, 2024 is unchanged and applies to the postponed Annual Meeting.

(PRNewsfoto/Seelos Therapeutics, Inc.)

The Annual Meeting has been postponed due to an anticipated lack of quorum, and to provide further time to solicit proxies from the Company's stockholders. Seelos' Board of Directors unanimously recommends that you vote FOR the Board of Director nominees and FOR all other proposals identified in the Company's proxy statement for the Annual Meeting. Stockholders who have already cast their votes do not need to take any action, unless they wish to change or revoke their prior proxy or voting instructions, and their votes will be counted at the postponed Annual Meeting. For stockholders who have not yet cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the postponed Annual Meeting.

About Seelos Therapeutics

Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with central nervous system (CNS) disorders and other rare diseases.

For more information, please visit our website: https://seelostherapeutics.com , the content of which is not incorporated herein by reference.

IMPORTANT ADDITIONAL INFORMATION

Seelos has filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on August 20, 2024 . STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY SEELOS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Stockholders may obtain a free copy of the proxy statement and the other relevant materials, and any other documents filed by Seelos with the SEC, at the SEC's web site at http://www.sec.gov or on the "SEC Filings" section of Seelos' website at https://seelostherapeutics.com .

Participants in the Solicitation

Seelos, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Seelos. Information about Seelos' executive officers and directors, including information regarding the direct or indirect interests, by security holdings or otherwise, is available in Seelos' definitive proxy statement for its Annual Meeting, which was filed with the SEC on August 20, 2024 . To the extent holdings by our directors and executive officers of Seelos securities reported in the proxy statement for the Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC's website at http://www.sec.gov .

Forward-Looking Statements

Statements made in this press release, which are not historical in nature, constitute forward-looking statements related to Seelos for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements are based on Seelos' current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks associated with Seelos' business and plans described herein include, but are not limited to, the risk of not receiving stockholder approval of any of the proposals to be presented at the Annual Meeting, the risks related to raising capital to fund its development plans and ongoing operations and risks related to Seelos' current stock price, as well as other risk factors and matters set forth in our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023 , subsequent Quarterly Reports on Form 10-Q, including Seelos' Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 . Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact Information:
Anthony Marciano
Chief Communications Officer
Seelos Therapeutics, Inc. (Nasdaq: SEEL)
300 Park Avenue, 2 nd Floor
New York , NY 10022
(646) 293-2136
anthony.marciano@seelostx.com  
https://seelostherapeutics.com/
https://twitter.com/seelostx
https://www.linkedin.com/company/seelos

Mike Moyer
Managing Director
LifeSci Advisors, LLC
250 West 55th St., Suite 3401
New York , NY 10019
(617) 308-4306
mmoyer@lifesciadvisors.com

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/seelos-announces-postponement-of-its-annual-meeting-of-stockholders-302260282.html

SOURCE Seelos Therapeutics, Inc.

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Seelos Therapeutics Announces 1-for-16 Reverse Stock Split

Seelos Therapeutics, Inc. (Nasdaq: SEEL ) ("Seelos" or the "Company"), a clinical-stage biopharmaceutical company focused on the development of therapies for central nervous system disorders and rare diseases, today announced that its Board of Directors approved a 1-for-16 reverse stock split of its outstanding shares of common stock, to be effective as of 12: 01 a.m. Eastern Time on Friday September 27, 2024.

(PRNewsfoto/Seelos Therapeutics, Inc.)

The Company's common stock, par value $0.001 , will begin trading on a reverse stock split-adjusted basis at the opening of the market on Friday, September 27, 2024. Following the reverse stock split, the Company's common stock will continue to trade on the Nasdaq Capital Market under the symbol "SEEL" with the new CUSIP number, 81577F 406. The reverse stock split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq Capital Market. The reverse stock split was approved by the Company's Board of Directors pursuant to Section 78.207 of the Nevada Revised Statutes and was effectuated by the filing of a Certificate of Change with office of the Nevada Secretary of State.

At the effective time of the reverse split, every sixteen (16) issued and outstanding shares of the Company's common stock will be combined automatically into one (1) share of the Company's common stock without any change in the par value per share. No fractional shares will be issued in connection with the reverse stock split, and any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. The reverse stock split will reduce the number of authorized shares of the Company's common stock from 50,000,000 shares to 3,125,000 shares and the ownership percentage of each stockholder will remain unchanged other than as a result of the rounding of fractional shares. In addition, the reverse stock split will apply to the Company's common stock issuable upon the exercise of the Company's outstanding warrants and stock options, with proportionate adjustments to be made to the exercise prices thereof and under the Company's equity incentive plans, as applicable.

The reverse stock split will reduce the number of issued and outstanding shares of the Company's common stock from approximately 9.2 million to approximately 581 thousand.

About Seelos Therapeutics:
Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with central nervous system (CNS) disorders and other rare diseases. The Company's robust portfolio includes several late-stage clinical assets targeting indications including Acute Suicidal Ideation and Behavior (ASIB) in Major Depressive Disorder (MDD), amyotrophic lateral sclerosis (ALS) and spinocerebellar ataxia (SCA), as well as early-stage programs in Huntington's disease, Alzheimer's disease, and Parkinson's disease.

Forward-Looking Statements:
Statements made in this press release, which are not historical in nature, constitute forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, among others, those regarding the reverse stock split and the timing thereof, the potential impact of the reverse split on the bid price of the Company's common stock, the potential for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq Capital Market and the expected number of shares of common stock to be outstanding following the reverse stock split. These statements are based on our current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties involved include those associated with general economic and market conditions, as well as other risk factors and matters set forth in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q . Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact Information
Anthony Marciano
Chief Communications Officer
Seelos Therapeutics, Inc. (Nasdaq: SEEL )
300 Park Avenue, 2 nd Floor
New York , NY 10022
(646) 293-2136
anthony.marciano@seelostx.com

Mike Moyer
Managing Director
LifeSci Advisors, LLC
250 West 55th St., Suite 3401
New York , NY 10019
(617) 308-4306
mmoyer@lifesciadvisors.com

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/seelos-therapeutics-announces-1-for-16-reverse-stock-split-302257773.html

SOURCE Seelos Therapeutics, Inc.

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  • H. C. Wainwright 26th Annual Global Investment Conference: fireside chat at 9:30 am ET on September 10, 2024, and host investor meetings
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A live audio webcast of this event will be accessible from the "Events" page of the Investors section of the Compass website. A replay of this webcast will be accessible for 30 days following such event. For more information, please visit investor section of compasspathways.com.

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