Full Press Release Details
Biosciences Announces Definitive Agreement to Acquire MagicMed Industries, a Pharmaceutical Drug Discovery and Development Platform Focused
on New-Generation Psychedelic Molecular Compounds and Derivatives.
this acquisition, Enveric will expand and complement its pipeline of naturally occurring cannabinoid compounds with a robust portfolio
of psychedelic-derived molecules.
aims to move into the clinic with novel cannabinoid and psychedelic-derived therapies to improve standard of care and serve unmet needs
across multiple indications including oncology and CNS, such as PTSD.
closing, Dr. Joseph Tucker will be appointed Enveric Biosciences CEO and David Johnson as Executive Chairman
will host a conference call to discuss the transaction on Monday, May 24th at 8:30 a.m. ET
Fla., May 24, 2021 - Enveric Biosciences (NASDAQ: ENVB) ("Enveric" or the "Company"), a patient-first
biotechnology company developing novel cannabinoid medicines to improve quality of life for cancer patients, today announced that it
has entered into a definitive agreement to acquire MagicMed Industries Inc. ("MagicMed"), a privately-held biotechnology
company focused on creating a library of novel derivative psychedelic molecules such as psilocybin, N,N-dimethyltryptamine (DMT) and
other molecular derivatives with applications across multiple indications, in an all-stock transaction.
its extensive R&D capabilities at the state-of-the-art facility at the University of Calgary, MagicMed has focused on the discovery
and early development of novel drug candidates, structurally related to psychedelics with vastly improved pharmaceutical characteristics
and commercial potential for the treatment of neurological and psychological indications. The Psybrary is MagicMed's library
of novel psychedelic derivatives developed through the combination of synthetic biology and traditional chemistry techniques. MagicMed
has 13 patent applications filed for derivatives of psilocybin and DMT, 2 patent applications filed for derivatives of mescaline and
MDMA with further intellectual property protection for mescaline, MDMA, ibogaine and LSD in process.
acquisition of MagicMed will expand and complement Enveric's current pipeline of naturally occurring compounds, which is primarily
focused on cannabinoids, to now include a robust portfolio of psychedelic-derived molecules. Enveric intends to continue to develop patient-centric
support care therapies in oncology and central nervous system (CNS) indications. Upon closing, Enveric intends to commence drug discovery
and development for treatment of cancer-related Post Traumatic Stress Disorder (PTSD) patients who are currently in treatment for cancer
and those who are in remission. It is anticipated that the PTSD drug development program holds the potential to be expanded in the future
beyond cancer-related applications to include other patient populations, such as military veterans.
proposed acquisition of MagicMed underscores the core fundamental mission of Enveric to form a drug discovery and clinical stage biotechnology
company with a focus on bringing forward nature-originated therapies to improve the standard of care and serve unmet needs in oncology
and CNS indications," said David Johnson, Chairman and CEO of Enveric Biosciences. "Psychedelics and cannabinoids, in our
opinion, have extensive patient benefits for the mind and body. We welcome MagicMed's world class research and development team
led by Dr. Joseph Tucker, who not only have experience in psychedelic drug discovery, but also research experience in cannabinoids, as
well. Patients who are currently being treated for cancer or are in remission are forced to face debilitating physical and mental side
effects with very few treatment options available to alleviate their pain. PTSD, for example, is a significant unmet need for this patient
population. Together, with the MagicMed team, following the closing of the acquisition, we plan to commence the discovery and development
of psychedelics-derived therapies."
closing is complete, Dr. Joseph Tucker will be appointed Chief Executive Officer of the Company and David Johnson, current Chief Executive
Officer and Chairman, will be appointed Executive Chairman.
Joseph Tucker is a seasoned executive who has built several publicly traded biotechnology companies. Dr. Tucker was a founder and chief
executive officer of Stem Cell Therapeutics, which was acquired by Trillium Therapeutics in 2013. Dr. Tucker has also held the position
of co-founder and CEO of Epimeron Inc., a University of Calgary start-up acquired in the creation of Willow Biosciences Inc. At Willow,
Dr. Tucker served as Executive Chairman and COO. Prior to founding these companies, Dr. Tucker was a healthcare analyst with two investment
banks and has also worked in technology commercialization for a university technology transfer office. Dr. Tucker received his Ph.D.
in Biochemistry and Molecular Biology from the University of Calgary.
mission at MagicMed has always been focused on unlocking the full potential of psychedelic-derived medicines for the treatment of neurological
and psychological indications," added Dr. Joseph Tucker, Chief Executive Officer of MagicMed. "Complementing our R&D
capabilities, working together with Enveric will allow us to leverage the company's clinical team, all of whom are focused on advancing
our extensive pipeline of molecules through the clinic to help serve the millions of patients who are suffering with mental health issues
around the globe. Through this acquisition - in the best interest of each of our respective teams - we have bolstered our pipeline, bringing
together a seasoned team of experts with the leadership skills and knowledge that is crucial to creating a platform that aims to address
large unmet total addressable markets (TAM)."
The transaction is structured as an amalgamation
under the Business Corporations Act (British Columbia). At the closing, a recently formed subsidiary of Enveric will amalgamate
with MagicMed, with the resulting corporation being an indirect wholly owned subsidiary of Enveric. Under the terms of the amalgamation
agreement and other related agreements , Enveric will issue the shareholders of MagicMed an aggregate of 9,946,969 shares of common
stock of Enveric, as well as warrants, options and restricted stock units to acquire an additional 9,039,882 shares of common
stock of Enveric. The current Enveric shareholders will own approximately 63.4% of the combined company's common stock,
as calculated on a fully diluted basis, and current MagicMed shareholders will own approximately 36.6% of the combined company's
common stock, as calculated on a fully-diluted basis. The agreement is subject to customary closing conditions and the approval of Enveric's
and MagicMed's shareholders and is expected to close during the second half of 2021. Additionally, as part of the closing of the
transaction, Enveric will receive approximately $4 million (CAD) in cash from the MagicMed Treasury.
Johnson and Dr. Joseph Tucker will host a conference call to discuss the transaction today, May 24th at 8:30 a.m. ET.
8:30 a.m. Eastern Time
Dial-In Number: 1-877-705-6003
Dial-In Number: 1-201-493-6725
telephone replay will be available through Monday, June 7, 2021. To access the replay, please dial 1-844-512-2921 (domestic) or 1-412-317-6617
(international). At the system prompt, please enter the code 13720013 followed by the # sign.
Biosciences is a patient-first biotechnology company developing rigorously tested, novel cannabinoid medicines to improve quality of
life for cancer patients. Initial indications include radiodermatitis, a common and often severe side effect of radiation therapy, and
chemotherapy-induced neuropathy. For more information, please visit https://www.enveric.com/.
Industries intends to partner with pharmaceutical and other companies to develop and commercialize psychedelic-derived pharmaceutical
candidates. MagicMed's psychedelic derivatives library, the Psybrary , is anticipated to be an essential building
block from which industry can develop new patented products. The initial focus of the Psybrary is on psilocybin and
DMT derivatives, and it is then expected to be expanded to other psychedelics such as MDMA, LSD, mescaline, and ibogaine.
Offer or Solicitation
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information Will be Filed with the SEC
connection with the proposed transaction between Enveric and MagicMed, Enveric intends to file relevant materials with the SEC, including
a registration statement that will contain a proxy statement and prospectus. ENVERIC URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENVERIC, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement, prospectus and
other documents filed by Enveric with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free copies of the proxy statement, prospectus and other documents filed
by Enveric with the SEC by contacting Investor Relations by mail at Enveric Biosciences, Inc., Attn: Investor Relations, 4851 Tamiami
Trail N, Suite 200, Naples, FL 34103. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant
materials when they become available before making any voting or investment decision with respect to the proposed transaction.
and MagicMed, and each of their respective directors and executive officers and certain of their other members of management and employees,
may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Enveric's
directors and executive officers is included in Enveric's Annual Report on Form 10-K for the year ended December 31, 2020, filed
with the SEC on April 1, 2021. Additional information regarding these persons and their interests in the transaction will be included
in the proxy statement relating to the transaction when it is filed with the SEC. These documents can be obtained free of charge from
the sources indicated above.
Statement Regarding Forward-Looking Statements
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking statements by the use of forward-looking
terminology such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "explore," "evaluate," "intend," "may," "might," "plan,"
"potential," "predict," "project," "seek," "should," or "will,"