FSD Pharma Inc. (HUGE) Announces Plan to Spin-Out Subsidiary as Distribution to Shareholders
FSD Pharma Inc. (HUGE) (HUGE) (0K9A) (“FSD Pharma” or the “Company”), a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders, is pleased to announce it intends to complete a spin-out transaction via a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Spin-out Transaction”) whereby the shares of its yet-to-be-formed wholly owned subsidiary (“Pubco”) will be separated into an independent public company. The Spin-out Transaction, which is expected to be completed in July 2023, is intended to enable the Company to focus on development of its core assets and maximize shareholder value.
All shareholders of the Company (the “Shareholders”) as of the distribution date (the “Distribution Date”) will exchange their shares in the capital of the Company (each, inclusive of both Class A multiple voting shares and Class B subordinate voting shares, an “FSD Share”) for the same number of existing shares of the Company (having identical terms, both for the Class A multiple voting shares and Class B subordinate voting shares) plus common shares in the capital of the Pubco (each, a “Pubco Share”), on a pro rata basis. Pubco will only have one class of shares.
Shareholders must hold FSD Share as of the Distribution Date to qualify to receive shares of Pubco in the distribution. FSD Pharma will provide further updates on the Distribution Date in due course.
Following the Spin-out Transaction, FSD Pharma will remain listed on the NASDAQ Stock Market and Canadian Securities Exchange (the “CSE”). Following the Spin-out Transaction, Pubco will become a “reporting issuer” in the same jurisdictions in Canada that FSD Pharma is a reporting issuer, with a view to completing a reverse take-over transaction with a business that has yet to be identified.
FSD Pharma will hold an annual general and special shareholders meeting on June 29, 2023 (the “Meeting”) where Shareholders will be able vote on the Spin-out Transaction. The record date for shareholders entitled to vote at the Meeting will be May 15, 2023.
FSD Pharma and Pubco expect to enter into an arrangement agreement to effect the Spin-out Transaction and the expected closing date of the Spin-out Transaction is July 2023. The completion of the Spin-out Transaction will be subject to conditions customary of a transaction of this nature, including but not limited to: (i) the receipt of tax and legal advice for the Company and Pubco, (ii) the approval of the Plan of Arrangement by (A) the Shareholders at the Meeting, and (B) the Superior Court of Justice (Ontario), and (iii) the satisfaction of customary closing conditions, including, among other things, the receipt of other requisite regulatory approvals (including, where required, the approval of applicable Canadian securities regulators and the CSE).
The Company intends to provide further details of the Spin-out Transaction, including details pertaining to the board of directors and management of Pubco, at a later date. Readers are cautioned that the final details of the Spin-out Transaction are still to be determined and that there can be no certainty that the Spin-out Transaction will be completed on the terms currently proposed, or at all.
In addition, Florida-based ClearThink Capital has been engaged for a term of three months, during which it will assist in all aspects of a marketing campaign for the Company (contract signed March 10, 2023). As consideration for its services, the Company will pay ClearThink a monthly fee of US$4,000 and at the end of the first quarter they will receive 7,742 Class B Common Shares of the Company (“FSD Shares”) at a price equal to US$1.55 The FSD Shares will be subject to the statutory hold period of four months and one day.
As well FSD Pharma has also engaged New Hampshire-based RagingBull with a one-time payment of US$15,000, it will assist in all aspects of a marketing campaign for the Company.