Silo Wellness, Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("SILO") has confirmed its intention to acquire all of the issued and outstanding securities of NUGL Inc. (OTC Pink: NUGL) ("NUGL" or "TargetCo") in a transaction valued at CAD $43,289,624.60, subject to the terms and conditions set forth in the binding Letter of Intent executed on August 28, 2023 in an arms-length transaction.
Terms of the Transaction:
SILO shall hold an annual and general special shareholders meeting to obtain approval for the acquisition of NUGL/Kaya, to elect a new board that would result in a change of control of the resulting issuer, and for a potential share consolidation and potential name change.
SILO will acquire 100% of the issued and outstanding shares of NUGL in exchange for 2,010,000,000 shares from treasury (all shares herein are pre-consolidation), for a purchase price of CAD $40,200,000.00.
NUGL stock options, warrants, and other convertible securities will be adjusted to receive SILO Common Shares on an economically equivalent basis.
Silo Wellness will issue common shares in a best-efforts private placement financing to raise gross proceeds of CAD $250,000.00 to $2M at 2 cents per share to validate the purchase price and cover costs to close the transaction, as well as provide additional capital for strategic growth post-merger.
Finder's fee of 3% of the transaction shall be paid to NUGL board member Benjamin Kaplan and 3% to Silo CEO Mike Arnold for a total of 64,934,437 shares issued each.
The final structure of the Transaction is subject to receipt of final tax, corporate, and securities law advice and securities regulatory and CSE approval for both SILO and NUGL.
The combined market cap of the two companies at the CAD $0.02/share valuation would be CAD $43,289,624.60. NUGL shares are valued at CAD $0.0461 (USD $0.0344). Silo shares are valued at CAD $0.02. The effective time of the transaction will result in the listing of the shares of the combined company on the Canadian Securities Exchange ("CSE"). The CSE is likely to keep the stock halted until such shareholder decision due to the size of the transaction, the change of control, and the definition of fundamental change under the rules.
Audited financial information about NUGL Inc. will be provided to shareholders prior to the special shareholders meeting to vote on this acquisition. This information will also be included in the press release announcing the signing of the definitive agreement.
Contact Silo Wellness:
Mike Arnold, CEO
541-900-5871
IR at Silo Wellness dot com
For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com.
For NUGL Media and Investor Relations, please contact:
David L. Kugelman
(866) 692-6847 Toll Free - U.S. & Canada
(404) 281-8556 Mobile and WhatsApp
dk@atlcp.com
Skype: kugsusa
About Silo Wellness
Silo Wellness Inc., founded in Oregon and a leader in psilocybin wellness retreats, is unwavering in its dedication to destigmatize and democratize transformative psychedelic experiences. Oregon trial lawyer and entrepreneur Mike Arnold founded Silo Wellness in 2018, and it stands as the state's only publicly traded company actively providing psilocybin experiences to clients. The company's retreats, currently set in the breathtaking landscapes of Jamaica with expansion plans in Oregon, facilitate personal healing journeys.
Silo Wellness has received significant media recognition for its groundbreaking work, notably including a feature in Anderson Cooper's CNN documentary, 'Magic Mushrooms: Can They Change Your Mind?' During this documentary (now on HBO Max), CNN Correspondent David Culver experiences on-camera psilocybin therapy, illuminating the transformative power of these experiences. It further emphasizes Silo Wellness's ambitious plans for a rural psilocybin service center in the Portland area, complete with overnight accommodations, pending land use permits. Acknowledging potential challenges and competition in this emergent field, Silo Wellness remains resolute in its mission to bring the healing power of psilocybin to those in need.
Please share and comment on Silo's posts on social media:
About Kaya Group and NUGL Inc.
Kaya is a leader in Jamaica's fast-growing hospitality and tourism industry through its three Kaya Herb House retail locations and Gap Café wellness center. Kaya Herb House Drax Hall near Ocho Rios is Jamaica's first legal Medical Marijuana dispensary and the company's flagship retail complex. It is also the base for Kaya's cultivation and processing operations. The second Kaya Herb House in Kingston is minutes from the Bob Marley Museum, Jamaica House, the Office of the Prime Minister, and the French Embassy in the heart of Kingston within the golden triangle. Kaya's third retail location in the historic town of Falmouth is minutes from the cruise ship terminal and about 30 minutes from Montego Bay. Kaya recently opened the first phase of its Wellness Center at The Gap Café, located in the pristine hills of the Jamaican Blue Mountains, approximately 21 miles from Kingston outside the entrance to Holywell Recreation Park. The Gap Café has been a Jamaican treasure for nearly a century. Kaya has operated it as a wellness center since December 2022.
Kaya offers tours of Kaya Farm at its Drax Hall location, with more than 45 different genetics being cultivated and processed. All of our Kaya Herb House retail locations include:
A Dab Bar Consumption Lounge.
An authentic Italian thin-crust pizzeria.
Our world-renowned Square Grouper bar.
Kaya targets the potential multibillion-dollar industry for developing, marketing, and distributing psilocybin mushrooms, which are legal in Jamaica, through its Kaya Extracts division. For more information about Kaya, please visit https://kayaherbhouse.com.
Follow Kaya on social media using the links below:
The NUGL platform provides companies in the cannabis industry with targeted networking and advertising opportunities to expand their reach by connecting with consumers where cannabis is legal.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/178740
News Provided by Newsfile via QuoteMedia
Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("Silo" or "the Company"), a pioneer in the psychedelic and wellness space, and NUGL Inc. (OTC Pink: NUGL), a multifaceted Jamaican cannabis and psychedelics lifestyle company, are thrilled to announce a strategic partnership through Kaya Group to bring a comprehensive range of psychedelic wellness experiences and retreats in Jamaica. This partnership, executed August 2, 2023, entails a significant transaction that underscores the strategic value of this collaboration.
Key Highlights of the Transaction
Under the terms of the agreement, Silo Wellness acquired 25,081,369 shares of NUGL in exchange for the issuance of 15,293,640 shares of Class A common stock in Silo in this arms-length transaction. In accordance with the agreement, both Silo Wellness and NUGL are bound by conditions that prohibit the transfer or sale of purchased shares for a minimum period of 12 months, unless the shares have been properly registered under the Securities Act or are exempt from registration. Pursuant to CSE Policy 6.2(5), the shares will be issued after five business days (see the Form 9 filed on the CSE website) with price protection at the 20-day VWAP of CAD$0.012. There is no finder's fee, and shareholder approval is not required due to the size of the transaction.
Enhanced Retreat Experiences and Market Presence
Silo Wellness intends to incorporate Kaya's psilocybin offerings to provide holistic and diversified experiences at their wellness retreats, enabling participants to explore alternative healing and mental health treatments that harness the potential synergies between cannabis and psilocybin.
In light of the recent financial successes of NUGL/Kaya, with top-line revenue hitting $2.2M USD in 2022 ($1.5M gross profit; $2.7M net loss), an increase in revenue from $1.8M USD in 2021, Silo Wellness' partnership with NUGL/Kaya Group brings even more opportunity for expansion and solidifies the company's presence in Jamaica, a region championing the burgeoning psychedelics industry. With the market projected to be worth $5.7 billion globally by 2027 (per the "Psychedelic Drugs: Global Market Outlook"), Silo Wellness attempts to strategically place itself for substantial growth.
Mike Arnold, founder and CEO of Silo Wellness and an Oregon attorney, asserts, "Our collaboration with Kaya is a monumental stride in realizing our vision to offer holistic treatments and broaden our international footprint. We're committed to providing transformative plant medicine wellness experiences."
Echoing this sentiment, Bali Vaswani, CEO of NUGL and Founder of Kaya, adds, "Jamaica is a perfect market for psilocybin offerings, and together with Silo Wellness, we will contribute to the evolving conversation around the potential benefits of these natural compounds."
Other Corporate Updates
The Company is excited to announce the appointment of Michael Hartman as its new Chief Operating Officer (COO). Mr. Hartman developed the intellectual property portfolio that helped launch Silo in 2018 and is a major shareholder and current board member.
In other corporate developments, Silo Wellness has terminated the previously announced transaction with BitGift (OTC Pink: MONI) due to a lack of responses to repeated attempts to engage and conduct due diligence.
Contact:
Mike Arnold, CEO
541-900-5871
IR at Silo Wellness dot com
For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com.
About Silo Wellness
Silo Wellness Inc., founded in Oregon and a leader in psilocybin wellness retreats, is unwavering in its dedication to destigmatize and democratize transformative psychedelic experiences. Oregon trial lawyer and entrepreneur Mike Arnold founded Silo Wellness in 2018, and it stands as the state's only publicly traded company actively providing psilocybin experiences to clients. The company's retreats, currently set in the breathtaking landscapes of Jamaica with expansion plans in Oregon, facilitate personal healing journeys.
Silo Wellness has received significant media recognition for its groundbreaking work, notably including a feature in Anderson Cooper's CNN documentary, 'Magic Mushrooms: Can They Change Your Mind?' During this documentary (now on HBO Max), CNN Correspondent David Culver experiences on-camera psilocybin therapy, illuminating the transformative power of these experiences. It further emphasizes Silo Wellness's ambitious plans for a rural psilocybin service center in the Portland area, complete with overnight accommodations, pending land use permits. Acknowledging potential challenges and competition in this emergent field, Silo Wellness remains resolute in its mission to bring the healing power of psilocybin to those in need.
Please share and comment on Silo's posts on social media:
About Kaya Group and NUGL Inc.
Kaya is a leader in Jamaica's fast-growing hospitality and tourism industry through its three Kaya Herb House retail locations and Gap Café wellness center. Kaya Herb House Drax Hall near Ocho Rios is Jamaica's first legal Medical Marijuana dispensary and the company's flagship retail complex. It is also the base for Kaya's cultivation and processing operations. The second Kaya Herb House in Kingston is minutes from the Bob Marley Museum, Jamaica House, the Office of the Prime Minister, and the French Embassy in the heart of Kingston within the golden triangle. Kaya's third retail location in the historic town of Falmouth is minutes from the cruise ship terminal and about 30 minutes from Montego Bay. Kaya recently opened the first phase of its Wellness Center at The Gap Café, located in the pristine hills of the Jamaican Blue Mountains, approximately 21 miles from Kingston outside the entrance to Holywell Recreation Park. The Gap Café has been a Jamaican treasure for nearly a century. Kaya has operated it as a wellness center since December 2022.
Kaya offers tours of Kaya Farm at its Drax Hall location, with more than 45 different genetics being cultivated and processed. All of our Kaya Herb House retail locations include:
A Dab Bar Consumption Lounge.
An authentic Italian thin-crust pizzeria.
Our world-renowned Square Grouper bar.
Kaya targets the potential multibillion-dollar industry for developing, marketing, and distributing psilocybin mushrooms, which are legal in Jamaica, through its Kaya Extracts division. For more information about Kaya, please visit https://kayaherbhouse.com.
Follow Kaya on social media using the links below:
The NUGL platform provides companies in the cannabis industry with targeted networking and advertising opportunities to expand their reach by connecting with consumers where cannabis is legal.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/175978
News Provided by Newsfile via QuoteMedia
Kaya Group ("Kaya" or "the Company") (OTC: NUGL), the first medicinal Ganja herb house in the Caribbean and holistic, wellness-focused ecosystem, announced today a strategic partnership with Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("Silo"), a pioneer in the psychedelic and wellness space, to offer a comprehensive range of incomparable psychedelic wellness experiences and retreats in Jamaica. The partnership combines Kaya's three Kaya Herb House retail locations and Gap Café wellness center with Silo's expertise in managing psilocybin wellness retreats in Jamaica's legal psilocybin market.
Key Highlights of the Transaction
Under the terms of the agreement, Silo Wellness acquired 25,081,369 shares of NUGL in exchange for the issuance of 15,293,640 shares of Class A common stock in Silo in this arms-length transaction. In accordance with the agreement, both Silo Wellness and NUGL are bound by conditions that prohibit the transfer or sale of purchased shares for a minimum period of 12 months, unless the shares have been properly registered under the Securities Act or are exempt from registration. Pursuant to CSE Policy 6.2(5), the shares will be issued after five business days (see the Form 9 filed on the CSE website) with price protection at the 20-day VWAP of CAD$0.012. There is no finder's fee and shareholder approval is not required due to the size of the transaction.
Enhanced Retreat Experiences and Market Presence
Silo Wellness intends to incorporate Kaya's psilocybin offerings to provide holistic and diversified experiences at their wellness retreats, enabling participants to explore alternative healing and mental health treatments that harness the potential synergies between cannabis and psilocybin.
In light of the recent financial successes of NUGL/Kaya, with top-line revenue hitting $2.2M USD in 2022 ($1.5M gross profit; $2.7M net loss), an increase in revenue from $1.8M USD in 2021, Silo Wellness' partnership with NUGL/Kaya Group brings even more opportunity for expansion and solidifies the company's presence in Jamaica, a region championing the burgeoning psychedelics industry. With the market projected to be worth $5.7 billion globally by 2027 (per the " Psychedelic Drugs: Global Market Outlook "), Silo Wellness attempts to strategically places itself for substantial growth.
Mike Arnold , founder and CEO of Silo Wellness and an Oregon attorney, asserts, "Our collaboration with Kaya is a monumental stride in realizing our vision to offer holistic treatments that combine the best of and broaden our international footprint. We're committed to providing transformative plant medicine wellness experiences."
Echoing this sentiment, Bali Vaswani , CEO of NUGL and Founder of Kaya, adds, "Jamaica is a perfect market for psilocybin offerings, and together with Silo Wellness, we will contribute to the evolving conversation around the potential benefits of these natural compounds."
About Kaya Group and NUGL Inc.
Kaya is a leader in Jamaica's fast-growing hospitality and tourism industry through its three Kaya Herb House retail locations and Gap Café wellness center. Kaya Herb House Drax Hall near Ocho Rios is Jamaica's first legal Medical Marijuana dispensary and the company's flagship retail complex. It is also the base for Kaya's cultivation and processing operations. The second Kaya Herb House in Kingston is minutes from the Bob Marley Museum, Jamaica House, the Office of the Prime Minister, and the French Embassy in the heart of Kingston within the golden triangle. Kaya's third retail location in the historic town of Falmouth is minutes from the cruise ship terminal and about 30 minutes from Montego Bay. Kaya recently opened the first phase of its Wellness Center at The Gap Café, located in the pristine hills of the Jamaican Blue Mountains, approximately 21 miles from Kingston outside the entrance to Holywell Recreation Park. The Gap Café has been a Jamaican treasure for nearly a century. Kaya has operated it as a wellness center since December 2022.
Kaya offers tours of Kaya Farm at its Drax Hall location, with more than 45 different genetics being cultivated and processed. All of our Kaya Herb House retail locations include:
Kaya targets the potential multibillion-dollar industry for developing, marketing, and distributing psilocybin mushrooms, which are legal in Jamaica, through its Kaya Extracts division. For more information about Kaya, please visit https://kayaherbhouse.com .
Follow Kaya on social media using the links below:
The NUGL platform provides companies in the cannabis industry with targeted networking and advertising opportunities to expand their reach by connecting with consumers where cannabis is legal.
About Silo Wellness
Silo Wellness Inc., founded in Oregon and a leader in psilocybin wellness retreats, is unwavering in its dedication to destigmatize and democratize transformative psychedelic experiences. Oregon trial lawyer and entrepreneur Mike Arnold founded Silo Wellness in 2018, and it stands as the state's only publicly traded company actively providing psilocybin experiences to clients. The company's retreats, currently set in the breathtaking landscapes of Jamaica with expansion plans in Oregon, facilitate personal healing journeys. Silo Wellness has received significant media recognition for its groundbreaking work, notably including a feature in Anderon Cooper's CNN documentary, 'Magic Mushrooms: Can They Change Your Mind?' During this documentary (now on HBO Max), CNN Correspondent David Culver experiences on-camera psilocybin therapy, illuminating the transformative power of these experiences. It further emphasizes Silo Wellness's ambitious plans for a rural psilocybin service center in the Portland area, complete with overnight accommodations, pending land use permits. Acknowledging potential challenges and competition in this emergent field, Silo Wellness remains resolute in its mission to bring the healing power of psilocybin to those in need
Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include projections of matters that affect revenue, operating expenses, or net earnings; projections of growth; and assumptions relating to the preceding. Such forward-looking statements generally start with the "plans," "anticipates," "expects," "believes," or similar words of like kind. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or qualified. Future events and actual results could differ materially from those outlined in, contemplated by, or underlying the forward-looking information. The company's business plan addresses these factors in greater detail, along with NUGL's current financial filings with the OTC Markets Group.
For Media and Investor Relations, please contact:
David L. Kugelman
(866) 692-6847 Toll Free - U.S. & Canada
(404) 281-8556 Mobile and WhatsApp
dk@atlcp.com
Skype: kugsusa
News Provided by GlobeNewswire via QuoteMedia
Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) ("Silo" or "the Company"), a pioneer in psilocybin wellness retreats, is excited to announce its feature this Sunday on a groundbreaking CNN documentary episode of The Whole Story with Anderson Cooper.
The episode, entitled 'Magic Mushrooms: Can They Change Your Mind?' takes an unprecedented step in mainstream media coverage of psychedelic therapies: CNN Correspondent David Culver undergoes psilocybin therapy on camera, providing viewers with a firsthand perspective on the transformative journey. This is a follow-up on Mr. Culver's CNN story featuring Silo Wellness last November.
"We're honored to be part of this monumental moment in mainstream media," said Oregon attorney Mike Arnold, CEO of Silo Wellness. "This isn't just a milestone for Silo Wellness, but for the entire field of psychedelic therapy. It's a significant step towards greater understanding and acceptance."
Silo Wellness, known for its distinctive retreats in the beautiful landscapes of Jamaica with plans in Oregon, is proud to have facilitated this transformative experience. The episode gives the public an intimate view of participants' personal healing journeys under the guidance of Silo's experienced team.
The episode is set to premiere this Sunday, June 18 at 8pm ET/PT. This represents a prime opportunity for potential investors, current shareholders, and the general public to gain an inside look at the innovative work being done at Silo Wellness.
"By showcasing our approach to psilocybin therapy and its profound potential on a platform like CNN, we're playing a part in normalizing and destigmatizing these treatments, creating value for our shareholders and improving the narrative around mental health care," added Arnold.
Other Corporate Updates - Debt Settlement
Silo Wellness intends to issue 11,078,959 shares of its common stock to settle the CAD$166,184.38 account payable debt in an arm's length transaction subject to the statutory four-month hold. The number of shares is determined based on CAD$0.015 per share, the 20-day volume-weighted average price (VWAP) as of Monday, June 12, 2023. Pursuant to CSE Policy 6.2(5) (adopted April 3, 2023), the Company intends to close on the share issuance no sooner than five days. The price protection expires July 22, 2023. In accordance with the previously announced debt restructuring plan, the Company intends to issue shares to settle additional accounts payable and other debt.
Regarding the intended shares for debt announced on April 24, 2023, the Company no longer intends to settle that debt at this time. The parties have agreed to extend the closing of that transaction to contemplate additional opportunities.
For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com.
Contact:
Mike Arnold, CEO
541-900-5871
IR at Silo Wellness dot com
About Silo Wellness
Silo Wellness's mission is to provide psychedelics to those suffering as quickly and inexpensively as possible. Silo is currently Oregon's only publicly traded company actively providing psychedelics to clients. The Company was founded in 2018 by an Oregon trial lawyer in anticipation of Oregon legalizing psilocybin on January 1, 2023, and currently offers Jamaica psilocybin retreats at an all-inclusive seafront resort. The Company has a right of first refusal on all psilocybin mushrooms with Oregon first-mover cultivator Satya, Inc., and announced in January its intended Portland-area rural psilocybin service center with overnight dorm room accommodations (if land use permits are granted).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
In this news release, forward-looking statements relate to, among other things, the ability of Silo Wellness to actually increase or maintain revenue and even stay viable as a public company given the capital and revenue deficiencies previously announced. Obtaining profitability and scaling in Jamaica continues to be an uncertain risk along with accomplishing anything licenses in Oregon and then becoming profitable. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements.
Such factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties, potential impacts of COVID-19, uncertainties regarding the finalization of definitive agreements with the property owner, and the risk of commoditization in the psychedelic market. Such risks and uncertainties include, among others, the risk factors included in Silo Wellness's continuous disclosure documents available on www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Silo Wellness assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/169986
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Via NewMediaWire Moon Equity Holdings Corp. ("MONI" or "the Company") (OTC: MONI) has signed a binding letter of intent ("LOI") to divest its BitGift asset to Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A), an Oregon-based psychedelics company, for a sum up to CAD$500,000. At closing, MONI plans to allocate the Silo shares as a dividend to MONI existing shareholders, based on a record date to be determined by FINRA.
Moon Equity Holdings CEO, Frank Ottaviani, stated, "We are pleased to have entered into this agreement with Silo Wellness, and we are looking forward to integrating the BitGift platform into Oregon's psilocybin market and beyond. This technology will provide significant value to Silo and its clients. This transaction is timely for MONI as we've been working to finalize our previously announced acquisition of MONI by an aviation company."
BitGift®, recently signed a Partnership Agreement with MoonPay. BitGift's platform is designed to make the crypto experience more accessible and provide users with greater flexibility. Catering to both beginners and experienced users, the platform enables users to be able to provide its customers the use of Visa Debit Cards, as well as Onramp and Offramp services. Existing BitGift® users have already been able to open a cryptocurrency wallet to buy, store, send, or receive a crypto gift; now, with the help of MoonPay, BitGift® users will be able to sell their crypto, convert their crypto into cash, and send/transfer funds to a bank account of their choice.
This new partnership with MoonPay comes with great quality and magnitude. In November 2021, MoonPay completed a round of Series A funding in the amount of $555 million. This brought the valuation of MoonPay to $3.4 billion, which in turn placed MoonPay as the largest and highest-valued Series A for any bootstrapped crypto company having over five million customers. MoonPay ensures that compliance with their over 5 million customers will never be an issue as it provides top notch KYC and onboarding services.
https://www.moonpay.com/about-us
When this transaction is completed, Silo Wellness will utilize the platform as a solution for addressing the challenges faced by licensed psilocybin operators in Oregon when complying with banking and anti-money laundering regulations. To ensure adherence to these laws, Silo Wellness and BitGift plan to collaborate with other providers and industry experts to establish and implement strong Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures, encompassing identity verification, transaction monitoring, risk assessment, and regulatory reporting.
According to the terms, MONI would transfer the BitGift asset to Silo Wellness in exchange for 5,050,505 Common Shares of Silo (currently valued at CAD$100,000 as per the 20-day VWAP). Additional consideration of up to CAD$400,000 would be payable upon reaching specific revenue milestones. The shares would be subject to a 6-month contractual hold. We plan on executing a definitive agreement within the next 30 days.
When this transaction is completed, MONI will distribute the Silo shares as a dividend to its shareholders, introducing approximately 2,000 new US-based shareholders to the Oregon psilocybin market.
Mike Arnold, CEO of Silo Wellness, commented, "We see BitGift as a catalyst to swiftly move Oregon psilocybin away from a cash-only system. We're enthusiastic about further exploring this opportunity and collaborating with MONI to finalize the transaction terms. As per the agreement, MONI would distribute the Silo shares as a dividend to its shareholders. We will be welcoming up to 2,000 new US-based shareholders into the Silo family and sharing our revenue strategy for psilocybin programming in Oregon and Jamaica. We encourage all our new shareholders to contact us through social media and investor relations to inquire about shareholder discounts for Oregon and Jamaica psilocybin retreats.
About Moon Equity Holdings Corp.
MONI was created with a focus on acquiring companies in Fintech. MONI recently acquired the BitGift platform, which is focused on Crypto, Blockchain Technology, and DeFi (Decentralized Finance). Its goal is to offer services and products globally to capture total market share and increase company stock value for its shareholders.
About Silo Wellness
Silo Wellness's mission is to provide psychedelics to those suffering as quickly and as inexpensively as possible. Silo is currently Oregon's only publicly traded company actively providing psychedelics to clients. The Company was founded in 2018 by an Oregon trial lawyer in anticipation of Oregon legalizing psilocybin on January 1, 2023, and currently offers Jamaica psilocybin retreats at an all-inclusive seafront resort. The Company has a right of first refusal on all psilocybin mushrooms with Oregon first-mover cultivator Satya, Inc., and announced in January its intended Portland-area rural psilocybin service center with overnight dorm room accommodations (if land use permits are granted).
Forward-Looking Statements This press release contains forward-looking statements. Readers are cautioned that any such statements are not guarantees of future performance and that actual developments or results may vary materially from those projected in the forward-looking statements. The company disclaims any obligation to update any forward-looking statements made in this press release.
Contact us at: Info@moonequityholdings.com
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Compass Pathways plc (Nasdaq: CMPS) ("Compass"), a biotechnology company dedicated to accelerating access to evidence-based innovation in mental health, today reported its financial results for the third quarter 2024 and an update on recent business progress.
"Ensuring the success of our lead COMP360 program is our absolute priority. We remain confident that COMP360 can be an effective therapy for patients with serious mental illness and our focus on delivering new treatment options for patients living with treatment-resistant depression remains paramount," said Kabir Nath, Chief Executive Officer of Compass Pathways. "The shift in the phase 3 pivotal program timeline has forced us to look carefully at our operations and ensure that every resource is focused on this goal. As such, we have made the difficult decision to reduce our workforce and exit activities that are not directly tied to the completion of the trials, regulatory filing and commercialization if approved. These are necessary strategic decisions that we believe will position the COMP360 program for success."
Business highlights
COMP360 psilocybin treatment in TRD
The phase 3 clinical program of COMP360 psilocybin treatment in TRD is the largest randomized, controlled, double-blind psilocybin treatment clinical program ever conducted. Top-line pivotal COMP005 trial data is expected in the second quarter 2025. In addition, as a result of the increased regulatory scrutiny on functional unblinding, the company has decided to shift the data release for COMP006 until after the 26-week time point and the completion of the blinded portion has been reached for all patients to protect against the risk of unblinding. With this change, Compass now expects data for COMP006 in the second half of 2026.
Prioritization of resources
As a result of changing timelines for the phase 3 trials, we will be reducing our workforce by approximately 30%, including eliminating some senior management positions, to further focus the organization and its capital resources on successfully delivering the COMP360 program. Our non-COMP360 preclinical efforts will be stopped and we are exploring a potential externalization for our digital health tools.
Financial highlights
Financial Guidance
Fourth quarter 2024 net cash used in operating activities is expected to be in the range of $37 million to $43 million. The full-year 2024 net cash used in operating activities is expected to be in the range of $114 million to $120 million. The cash position at September 30, 2024, is expected to be sufficient to fund operating expenses and capital expenditure requirements at least into 2026.
Conference call
The management team will host a conference call at 8:00 am ET (12:00 pm UK) on October 31, 2024. A live webcast of the call will be available on the Compass Pathways website at Third Quarter 2024 Financial Results. The webcast will also be on the Investors section of the Compass Pathways website for 30 days.
About Compass Pathways
Compass Pathways plc (Nasdaq: CMPS) is a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health. Our focus is on improving the lives of those who are living with mental health challenges and who are not helped by existing standards of care. We are pioneering the development of a new model of psilocybin treatment, in which our proprietary formulation of synthetic psilocybin, COMP360, is administered in conjunction with psychological support. COMP360 has Breakthrough Therapy designation from the US Food and Drug Administration (FDA) and has received Innovative Licensing and Access Pathway (ILAP) designation in the UK for treatment-resistant depression (TRD).
We have commenced a phase 3 clinical program of COMP360 psilocybin treatment in TRD, the largest randomized, controlled, double-blind psilocybin treatment clinical program ever conducted. Previously, we completed a phase 2b study with top line data showing a statistically significant (p
Compass is headquartered in London, UK, with offices in New York and San Francisco in the US. Our vision is a world of mental wellbeing.
Availability of other information about Compass Pathways
Investors and others should note that we communicate with our investors and the public using our website ( www.compasspathways.com ), our investor relations website (ir.compasspathways.com), and on social media (LinkedIn), including but not limited to investor presentations and investor fact sheets, US Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that we post on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in us to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include additional social media channels. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.
Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "could", "would", "expect", "intend", "plan", "anticipate", "believe", "potential" and "continue" and "ongoing," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements include express or implied statements relating to, among other things, our financial guidance; our business strategy and goals, our expectations and projections about the company's future cash needs and financial results; our plans for a strategic reorganization, including a reduction in workforce, and our expectations regarding impact and cost savings from our planned reduction in workforce; our plans and expectations regarding our phase 3 trials in TRD, including our expectations regarding the time periods during which the results of the two Phase 3 trials will become available; the potential for the pivotal phase 3 program in TRD, any future trials in PTSD, or other trials to support regulatory filings and approvals; our expectations regarding the safety or efficacy of our investigational COMP360 psilocybin treatment, including as a treatment for treatment of TRD, PTSD, and anorexia nervosa; our expectations regarding the benefits of our investigational COMP360 psilocybin treatment; and our plans, expectations and ability to achieve our goals related to the research collaboration agreements. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond our control and which could cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements.
These risks, uncertainties, and other factors include, among others: we will require substantial additional funding to achieve our business goals, including to repay the term loan facility, and if we are unable to obtain this funding when needed and on acceptable terms, we could be forced to delay, limit or terminate our clinical trials and research and development efforts; the availability of future tranches under the term loan facility is dependent, in part, on the approval of the lender, achievement of certain milestones and other factors; clinical development is lengthy and outcomes are uncertain, and therefore our phase 3 clinical trials in TRD and our other clinical trials may be delayed or terminated; the results of early-stage clinical trials of our investigational COMP360 psilocybin treatment may not be predictive of the results of later stage clinical trials; our efforts to obtain marketing approval from the applicable regulatory authorities in any jurisdiction for COMP360 or any of future product candidates may be unsuccessful; the risk that our research collaborations will not continue or will not be successful; and our efforts to obtain coverage and reimbursement for our investigational COMP360 psilocybin treatment, if approved, may be unsuccessful; and those risks and uncertainties described under the heading "Risk Factors" in our most recent annual report on Form 10-K or quarterly report on Form 10-Q and in other reports we have filed with the U.S. Securities and Exchange Commission ("SEC") , which are available on the SEC's website at www.sec . Except as required by law, we disclaim any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on our current expectations and speak only as of the date hereof.
COMPASS PATHWAYS PLC Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share amounts) (expressed in U.S. Dollars, unless otherwise stated) | |||||||
September 30, | December 31, | ||||||
2024 | 2023 | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 206,953 | $ | 220,198 | |||
Restricted cash | 389 | 440 | |||||
Prepaid expenses and other current assets | 26,319 | 40,658 | |||||
Total current assets | 233,661 | 261,296 | |||||
NON-CURRENT ASSETS: | |||||||
Operating lease right-of-use assets | 2,745 | 4,306 | |||||
Deferred tax assets | 4,414 | 3,336 | |||||
Long-term prepaid expenses and other assets | 6,518 | 7,049 | |||||
Total assets | $ | 247,338 | $ | 275,987 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Accounts payable | $ | 8,233 | $ | 5,892 | |||
Accrued expenses and other liabilities | 13,522 | 11,301 | |||||
Debt, current portion | 2,156 | — | |||||
Operating lease liabilities - current | 2,300 | 2,411 | |||||
Total current liabilities | 26,211 | 19,604 | |||||
NON-CURRENT LIABILITIES | |||||||
Debt, non-current portion | 27,638 | 28,757 | |||||
Operating lease liabilities - non-current | 459 | 1,882 | |||||
Total liabilities | $ | 54,308 | $ | 50,243 | |||
SHAREHOLDERS' EQUITY: | |||||||
Ordinary shares, £0.008 par value; 68,409,068 and 61,943,471 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 699 | 635 | |||||
Additional paid-in capital | 700,273 | 621,645 | |||||
Accumulated other comprehensive loss | (16,542 | ) | (16,926 | ) | |||
Accumulated deficit | (491,400 | ) | (379,610 | ) | |||
Total shareholders' equity | 193,030 | 225,744 | |||||
Total liabilities and shareholders' equity | $ | 247,338 | $ | 275,987 | |||
COMPASS PATHWAYS PLC Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) (in thousands, except share and per share amounts) (expressed in U.S. Dollars, unless otherwise stated) | |||||||||||||||
Three Months ended September 30, | Nine Months ended September 30, | ||||||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||||||
OPERATING EXPENSES: | |||||||||||||||
Research and development | $ | 32,928 | $ | 21,526 | $ | 86,898 | $ | 60,379 | |||||||
General and administrative | 14,968 | 12,536 | 42,893 | 38,135 | |||||||||||
Total operating expenses | 47,896 | 34,062 | 129,791 | 98,514 | |||||||||||
Loss from operations: | (47,896 | ) | (34,062 | ) | (129,791 | ) | (98,514 | ) | |||||||
OTHER INCOME (EXPENSE), NET: | |||||||||||||||
Benefit from R&D tax credit | 4,084 | 2,685 | 10,894 | 9,521 | |||||||||||
Interest income | 1,977 | 1,015 | 6,645 | 2,357 | |||||||||||
Interest expense | (1,137 | ) | (1,080 | ) | (3,347 | ) | (1,080 | ) | |||||||
Foreign exchange gains (losses) | 4,452 | (1,997 | ) | 3,894 | 2,064 | ||||||||||
Other income | 191 | 112 | 486 | 106 | |||||||||||
Total other income, net | 9,567 | 735 | 18,572 | 12,968 | |||||||||||
Loss before income taxes | (38,329 | ) | (33,327 | ) | (111,219 | ) | (85,546 | ) | |||||||
Income tax expense | (173 | ) | (62 | ) | (571 | ) | (386 | ) | |||||||
Net loss | $ | (38,502 | ) | $ | (33,389 | ) | $ | (111,790 | ) | $ | (85,932 | ) | |||
Net loss per share attributable to ordinary shareholders—basic and diluted | $ | (0.56 | ) | $ | (0.67 | ) | $ | (1.67 | ) | $ | (1.81 | ) | |||
Weighted average ordinary shares outstanding—basic and diluted | 68,395,343 | 49,633,104 | 67,001,326 | 47,355,992 | |||||||||||
Net loss | $ | (38,502 | ) | $ | (33,389 | ) | $ | (111,790 | ) | $ | (85,932 | ) | |||
Other comprehensive gain (loss): | |||||||||||||||
Foreign exchange translation adjustment | 339 | (738 | ) | 384 | (599 | ) | |||||||||
Comprehensive loss | $ | (38,163 | ) | $ | (34,127 | ) | $ | (111,406 | ) | $ | (86,531 | ) | |||
View source version on businesswire.com: https://www.businesswire.com/news/home/20241031740397/en/
Enquiries
Media: Sally Bain, sally.bain@compasspathways.com , + 1 781 458 0443
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
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Seelos Therapeutics, Inc. (OTCQB: 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 previously postponed to Friday, October 25, 2024 from its originally scheduled date of Friday, September 27, 2024 has been further postponed. The Annual Meeting is now scheduled to be held virtually, via live webcast at www.virtualshareholdermeeting.comSEEL2024 on Monday, November 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.
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:
Mike Moyer
Managing Director
LifeSci Advisors, LLC
250 West 55th St., Suite 3401
New York , NY 10019
(617) 308-4306
mmoyer@lifesciadvisors.com
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SOURCE Seelos Therapeutics, Inc.
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Compass Pathways plc (Nasdaq: CMPS), a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health, announced today that it will release financial results for the third quarter 2024 ending September 30, 2024, and provide an update on recent business developments, on October 31, 2024.
The management team will host a conference call at 8:00 am ET (12:00 pm UK) on October 31, 2024. To access the call, please register in advance here to obtain a local or toll-free phone number and your personal pin.
A live webcast of the call will be available on the Compass Pathways website at: Third Quarter 2024 Financial Results
The webcast will also be available on the Investors section of the Compass Pathways website. The webcast will be archived for 30 days.
About Compass Pathways
Compass Pathways plc (Nasdaq: CMPS) is a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health. Our focus is on improving the lives of those who are living with mental health challenges and who are not helped by existing standards of care. We are pioneering the development of a new model of psilocybin treatment, in which our proprietary formulation of synthetic psilocybin, COMP360, is administered in conjunction with psychological support. COMP360 has Breakthrough Therapy designation from the US Food and Drug Administration (FDA) and has received Innovative Licensing and Access Pathway (ILAP) designation in the UK for treatment-resistant depression (TRD).
We have commenced a phase 3 clinical program of COMP360 psilocybin treatment in TRD, the largest randomized, controlled, double-blind psilocybin treatment clinical program ever conducted. Previously, we completed a phase 2b study with top line data showing a statistically significant (p
Compass is headquartered in London, UK, with offices in New York and San Francisco in the US. Our vision is a world of mental wellbeing.
Availability of other information about Compass Pathways
Investors and others should note that we communicate with our investors and the public using our website ( www.compasspathways.com ), our investor relations website (ir.compasspathways.com), and on social media (LinkedIn), including but not limited to investor presentations and investor fact sheets, US Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that we post on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in us to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include additional social media channels. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241024060255/en/
Enquiries
Media: Sally Bain, sally.bain@compasspathways.com , + 1 781 458 0443
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia
