FSD Pharma acquires Prismic Pharmaceuticals
2 July 2019 -

FSD Pharma Inc (CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9) and Prismic Pharmaceuticals Inc, a US-based specialty R&D pharmaceutical company, disclosed on Tuesday that FSD Pharma has acquired all of the issued and outstanding securities of Prismic.

According to the terms of a previously-announced securities exchange agreement, FSD Pharma has acquired all outstanding common and preferred shares of Prismic for an aggregate purchase price of about USD17.5m, or CAD23.4m based on an exchange rate of USD1 to CAD1.3349, which was reportedly satisfied by the issuance of approximately 102.7 million Class B subordinate voting shares in the capital of FSD Pharma (each, an "FSD Share") at a deemed price of CAD0.2275 (USD0.1704) per FSD Share.

In addition, FSD Pharma has agreed to assume approximately USD3.05m of outstanding Prismic long- and short-term liabilities. All of the outstanding Prismic stock options and warrants have been converted into options and warrants to purchase FSD shares, with the number and exercise price of such securities having been adjusted in accordance with the exchange ratio under the agreement. FSD Shares issued to the former Prismic shareholders were deposited into escrow at the closing of the transaction and are subject to an 18-month staggered release.

Raza Bokhari, MD, executive co-chairman & CEO will continue to lead FSD Pharma, while Zachary Dutton, co-founder of Prismic, will continue to serve as the CEO of Prismic, reporting to Edward Brennan, Jr MD, FACS, president of the FSD Biosciences Division. Also, Peter Moriarty, co-founder and previous chairman of the board of Prismic, has been appointed as chairman of the newly-formed FSD BioPharmaceutical Industry Advisory Board.

FSD Pharma is focused on the research and development of novel cannabinoid-based treatments for several central nervous system disorders, such as chronic pain, fibromyalgia and irritable bowel syndrome, as well as the development of the highest quality indoor grown, pharmaceutical grade cannabis. It is licensed to cultivate cannabis in approximately 25,000 square feet and its wholly-owned subsidiary, FV Pharma, is a licensed producer under the Cannabis Act and Regulations.