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
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 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
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
News Provided by GlobeNewswire via QuoteMedia
Compass Pathways plc (Nasdaq: CMPS), a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health, announced today that management will present at the Oppenheimer 35 th Annual Healthcare Life Sciences Conference at 8:40 am ET on February 12 th , 2025.
A live audio webcast of the presentation will be accessible from the "Events" page of the Investors section of the Compass website. A replay of the webcast will be accessible for 30 days following each event.
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 synthesized 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250205104883/en/
Enquiries
Media: Media, media@compasspathways.com
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia
Compass Pathways plc (Nasdaq: CMPS), a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health, announced today that management will present at the Oppenheimer 35 th Annual Healthcare Life Sciences Conference at 8:40 am ET on February 12 th , 2025.
A live audio webcast of the presentation will be accessible from the "Events" page of the Investors section of the Compass website. A replay of the webcast will be accessible for 30 days following each event.
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 synthesized 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250205104883/en/
Enquiries
Media: Media, media@compasspathways.com
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia
Newly created role of Chief Patient Officer reinforces Compass' vision of working to achieve broad and equitable access to COMP360, if approved
Compass Pathways plc (Nasdaq: CMPS) ("Compass"), a biotechnology company dedicated to accelerating access to evidence-based innovation in mental health, today announced the appointment of Steve Levine, M.D., as Chief Patient Officer, effective immediately. In this newly developed executive team role, Dr. Levine will be responsible for ensuring that patient-centric strategies are embedded across the organization and that treatments and initiatives developed by the company are focused on addressing unmet needs in current clinical care and are designed to improve patient outcomes.
"Steve has spent the past four years working to deeply understand barriers to care for patients living with serious mental health conditions and he is committed to helping find solutions to address those barriers," said Kabir Nath, CEO of Compass Pathways. "Steve shares a passion for our mission to bring better options to people who urgently need them, and I am delighted to welcome him onto the executive leadership team and into the newly developed Chief Patient Officer role."
Dr. Levine has been a member of the Compass team since 2020, serving as Senior Vice President of Patient Access. Dr. Levine is a board-certified psychiatrist who has spent his career working across multiple facets of the healthcare system to improve people's lives through creating access to innovation. Dr. Levine completed his internship and residency in psychiatry at New York - Presbyterian Hospital/Weill Cornell Medical Center. He then completed a fellowship subspecialty training in psychosomatic medicine/psycho-oncology at Memorial Sloan Kettering Cancer Center/New York - Presbyterian Hospital. Prior to Compass, he led the company he founded in 2010, Actify Neurotherapies, that built new models of care delivery across the US for interventional psychiatry treatments. He has published extensively in both peer-reviewed journals and popular media, presented to both professional and lay audiences around the world, served in leadership roles for professional societies and not-for-profit entities, and received numerous awards for leadership and service. Dr. Levine is also an adjunct professor at Rutgers Medical School.
Offering congratulations to Dr. Levine on his expanded role as Chief Patient Officer at Compass Pathways, Debbie Plotnick, Executive Vice President for State and Federal Advocacy at Mental Health America (MHA), stated, "Listening to people impacted by mental health conditions and prioritizing their needs and desires for new types of therapies, and working to assure access to them, are shared core values of Compass and MHA."
"I've spent my career pursuing better outcomes and experiences for those living with serious mental health conditions. At Compass, I believe we have an opportunity to transform lives by creating, and making accessible, truly new options," said Dr. Levine. "I am excited about the opportunity that I have in this new role to help transform patient care."
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 synthesized 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).
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.
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", "might", "will", "could", "would", "should", "expect", "intend", "plan", "objective", "anticipate", "believe", "contemplate", "estimate", "predict", "potential", "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, statements regarding our expectations regarding the impact of executive team appointments; the safety or efficacy of investigational COMP360 psilocybin treatment as a treatment for mental health conditions, including TRD, PTSD or anorexia nervosa; the potential for the pivotal phase 3 program in TRD or other trials to support regulatory filings and approvals; our ability to obtain regulatory approval and adequate coverage and reimbursement; our ability to transition from a clinical-stage to a commercial-stage organization and effectively launch a commercial product, if regulatory approval is obtained; and our expectations regarding the benefits of our investigational COMP360 psilocybin treatment . 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 Compass's 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: uncertainties associated with risks related to clinical development which is a lengthy and expensive process with uncertain outcomes, and therefore our clinical trials may be delayed or terminated and may be more costly than expected; 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 need for substantial additional funding to achieve our business goals 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; our efforts to obtain marketing approval from the applicable regulatory authorities in any jurisdiction for our investigational COMP360 psilocybin treatment may be unsuccessful; our efforts to commercialize and obtain coverage and reimbursement for our investigational COMP360 psilocybin treatment, if approved, may be unsuccessful; our ability to successfully manage executive team changes and our ability to retain key personnel; and those risks and uncertainties described under the heading "Risk Factors" in Compass's most recent annual report on Form 10-K or quarterly report on Form 10-Q, the prospectus supplement related to the proposed public offering we plan to file 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.gov . Except as required by law, Compass disclaims 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 Compass's current expectations and speak only as of the date hereof.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250121036635/en/
Enquiries Â
Media: media@compasspathways.com
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia
Newly created role of Chief Patient Officer reinforces Compass' vision of working to achieve broad and equitable access to COMP360, if approved
Compass Pathways plc (Nasdaq: CMPS) ("Compass"), a biotechnology company dedicated to accelerating access to evidence-based innovation in mental health, today announced the appointment of Steve Levine, M.D., as Chief Patient Officer, effective immediately. In this newly developed executive team role, Dr. Levine will be responsible for ensuring that patient-centric strategies are embedded across the organization and that treatments and initiatives developed by the company are focused on addressing unmet needs in current clinical care and are designed to improve patient outcomes.
"Steve has spent the past four years working to deeply understand barriers to care for patients living with serious mental health conditions and he is committed to helping find solutions to address those barriers," said Kabir Nath, CEO of Compass Pathways. "Steve shares a passion for our mission to bring better options to people who urgently need them, and I am delighted to welcome him onto the executive leadership team and into the newly developed Chief Patient Officer role."
Dr. Levine has been a member of the Compass team since 2020, serving as Senior Vice President of Patient Access. Dr. Levine is a board-certified psychiatrist who has spent his career working across multiple facets of the healthcare system to improve people's lives through creating access to innovation. Dr. Levine completed his internship and residency in psychiatry at New York - Presbyterian Hospital/Weill Cornell Medical Center. He then completed a fellowship subspecialty training in psychosomatic medicine/psycho-oncology at Memorial Sloan Kettering Cancer Center/New York - Presbyterian Hospital. Prior to Compass, he led the company he founded in 2010, Actify Neurotherapies, that built new models of care delivery across the US for interventional psychiatry treatments. He has published extensively in both peer-reviewed journals and popular media, presented to both professional and lay audiences around the world, served in leadership roles for professional societies and not-for-profit entities, and received numerous awards for leadership and service. Dr. Levine is also an adjunct professor at Rutgers Medical School.
Offering congratulations to Dr. Levine on his expanded role as Chief Patient Officer at Compass Pathways, Debbie Plotnick, Executive Vice President for State and Federal Advocacy at Mental Health America (MHA), stated, "Listening to people impacted by mental health conditions and prioritizing their needs and desires for new types of therapies, and working to assure access to them, are shared core values of Compass and MHA."
"I've spent my career pursuing better outcomes and experiences for those living with serious mental health conditions. At Compass, I believe we have an opportunity to transform lives by creating, and making accessible, truly new options," said Dr. Levine. "I am excited about the opportunity that I have in this new role to help transform patient care."
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 synthesized 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).
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.
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", "might", "will", "could", "would", "should", "expect", "intend", "plan", "objective", "anticipate", "believe", "contemplate", "estimate", "predict", "potential", "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, statements regarding our expectations regarding the impact of executive team appointments; the safety or efficacy of investigational COMP360 psilocybin treatment as a treatment for mental health conditions, including TRD, PTSD or anorexia nervosa; the potential for the pivotal phase 3 program in TRD or other trials to support regulatory filings and approvals; our ability to obtain regulatory approval and adequate coverage and reimbursement; our ability to transition from a clinical-stage to a commercial-stage organization and effectively launch a commercial product, if regulatory approval is obtained; and our expectations regarding the benefits of our investigational COMP360 psilocybin treatment . 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 Compass's 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: uncertainties associated with risks related to clinical development which is a lengthy and expensive process with uncertain outcomes, and therefore our clinical trials may be delayed or terminated and may be more costly than expected; 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 need for substantial additional funding to achieve our business goals 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; our efforts to obtain marketing approval from the applicable regulatory authorities in any jurisdiction for our investigational COMP360 psilocybin treatment may be unsuccessful; our efforts to commercialize and obtain coverage and reimbursement for our investigational COMP360 psilocybin treatment, if approved, may be unsuccessful; our ability to successfully manage executive team changes and our ability to retain key personnel; and those risks and uncertainties described under the heading "Risk Factors" in Compass's most recent annual report on Form 10-K or quarterly report on Form 10-Q, the prospectus supplement related to the proposed public offering we plan to file 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.gov . Except as required by law, Compass disclaims 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 Compass's current expectations and speak only as of the date hereof.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250121036635/en/
Enquiries Â
Media: media@compasspathways.com
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia
Compass Pathways plc (Nasdaq: CMPS), a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health, today announced the pricing of an underwritten offering of 24,014,728 American Depositary Shares ("ADSs") and in lieu of ADS, to certain institutional investors, pre-funded warrants to purchase up to 11,044,720 ADSs. Each ADS and pre-funded warrant shall be accompanied by a warrant ("ADS Warrant") to purchase one ADS, which has an exercise price of $5.796 per ADS, representing a 40% premium to the last sale price and will be exercisable following a specified data milestone. The offering price is $4.275 per ADS and accompanying ADS Warrant, and $4.2649 per pre-funded warrant and accompanying ADS Warrant. All of the securities are to be sold by Compass. The offering is expected to close on or about January 13, 2025, subject to satisfaction of customary closing conditions.
The offering was led by Deep Track Capital and included participation from high quality new and existing investors.
The gross proceeds to Compass from the offering, before deducting the underwriting discounts and commissions and other estimated offering expenses, are expected to be approximately $150 million, and up to approximately $353 million if the ADS Warrants are fully exercised for cash.
Compass intends to use the net proceeds from this offering, together with its existing cash and cash equivalents to fund its ongoing COMP005 and COMP006 Phase 3 trials in treatment-resistant depression with data expected in the second quarter of 2025 and second half of 2026, respectively. Net proceeds will also be used to accelerate a late-stage development program in PTSD, and for working capital and general corporate purposes.
TD Cowen, Cantor, Stifel and RBC Capital Markets are joint book running managers for the offering.
The securities are being offered by Compass Pathways pursuant to a Registration Statement on Form S-3 (File no. 333-282522) previously filed on October 7, 2024 and declared effective by the SEC on October 17, 2024, and Compass Pathways will also file a final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering with the SEC. These documents can be accessed for free through the SEC's website at www.sec.gov .
When available, copies of the prospectus supplement and the accompanying prospectus relating to this offering may also be obtained from: TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com ; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York, 10022, or by email at prospectus@cantor.com ; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com ; or RBC Capital Markets, LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New York, New York 10281; by phone at (877) 822-4089 or by email at equityprospectus@rbccm.com .
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.
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).
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.
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", "might", "will", "could", "would", "should", "expect", "intend", "plan", "objective", "anticipate", "believe", "contemplate", "estimate", "predict", "potential", "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, statements regarding the completion of the offering on the anticipated terms or at all, the size and terms of the offering, the timing of the closing of the offering, the anticipated proceeds to be received in the offering (including, without limitation, the proceeds, if any, from the exercise of the warrants) and the expected use of such proceeds. 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 Compass's 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: uncertainties associated with our ability to complete this offering on the anticipated terms or at all, including the satisfaction of customary closing conditions; general economic and market conditions and we may not receive any additional funds upon the exercise of the ADS warrants; as well as risks and uncertainties inherent in our business including risks related to clinical development which is a lengthy and expensive process with uncertain outcomes, and therefore our clinical trials may be delayed or terminated and may be more costly than expected; we will require substantial additional funding to achieve our business goals 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 those risks and uncertainties described under the heading "Risk Factors" in Compass's most recent annual report on Form 10-K or quarterly report on Form 10-Q, the prospectus supplement related to the proposed public offering we plan to file 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.gov . Except as required by law, Compass disclaims 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 Compass's current expectations and speak only as of the date hereof.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250110715215/en/
Enquiries Â
Media: media@compasspathways.com ,
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia
Compass Pathways plc (Nasdaq: CMPS), a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health, today announced the pricing of an underwritten offering of 24,014,728 American Depositary Shares ("ADSs") and in lieu of ADS, to certain institutional investors, pre-funded warrants to purchase up to 11,044,720 ADSs. Each ADS and pre-funded warrant shall be accompanied by a warrant ("ADS Warrant") to purchase one ADS, which has an exercise price of $5.796 per ADS, representing a 40% premium to the last sale price and will be exercisable following a specified data milestone. The offering price is $4.275 per ADS and accompanying ADS Warrant, and $4.2649 per pre-funded warrant and accompanying ADS Warrant. All of the securities are to be sold by Compass. The offering is expected to close on or about January 13, 2025, subject to satisfaction of customary closing conditions.
The offering was led by Deep Track Capital and included participation from high quality new and existing investors.
The gross proceeds to Compass from the offering, before deducting the underwriting discounts and commissions and other estimated offering expenses, are expected to be approximately $150 million, and up to approximately $353 million if the ADS Warrants are fully exercised for cash.
Compass intends to use the net proceeds from this offering, together with its existing cash and cash equivalents to fund its ongoing COMP005 and COMP006 Phase 3 trials in treatment-resistant depression with data expected in the second quarter of 2025 and second half of 2026, respectively. Net proceeds will also be used to accelerate a late-stage development program in PTSD, and for working capital and general corporate purposes.
TD Cowen, Cantor, Stifel and RBC Capital Markets are joint book running managers for the offering.
The securities are being offered by Compass Pathways pursuant to a Registration Statement on Form S-3 (File no. 333-282522) previously filed on October 7, 2024 and declared effective by the SEC on October 17, 2024, and Compass Pathways will also file a final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering with the SEC. These documents can be accessed for free through the SEC's website at www.sec.gov .
When available, copies of the prospectus supplement and the accompanying prospectus relating to this offering may also be obtained from: TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com ; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York, 10022, or by email at prospectus@cantor.com ; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com ; or RBC Capital Markets, LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New York, New York 10281; by phone at (877) 822-4089 or by email at equityprospectus@rbccm.com .
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.
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).
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.
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", "might", "will", "could", "would", "should", "expect", "intend", "plan", "objective", "anticipate", "believe", "contemplate", "estimate", "predict", "potential", "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, statements regarding the completion of the offering on the anticipated terms or at all, the size and terms of the offering, the timing of the closing of the offering, the anticipated proceeds to be received in the offering (including, without limitation, the proceeds, if any, from the exercise of the warrants) and the expected use of such proceeds. 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 Compass's 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: uncertainties associated with our ability to complete this offering on the anticipated terms or at all, including the satisfaction of customary closing conditions; general economic and market conditions and we may not receive any additional funds upon the exercise of the ADS warrants; as well as risks and uncertainties inherent in our business including risks related to clinical development which is a lengthy and expensive process with uncertain outcomes, and therefore our clinical trials may be delayed or terminated and may be more costly than expected; we will require substantial additional funding to achieve our business goals 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 those risks and uncertainties described under the heading "Risk Factors" in Compass's most recent annual report on Form 10-K or quarterly report on Form 10-Q, the prospectus supplement related to the proposed public offering we plan to file 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.gov . Except as required by law, Compass disclaims 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 Compass's current expectations and speak only as of the date hereof.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250110715215/en/
Enquiries Â
Media: media@compasspathways.com ,
Investors: Stephen Schultz, stephen.schultz@compasspathways.com , +1 401 290 7324
News Provided by Business Wire via QuoteMedia