Therapix Biosciences Signs LOI to Merge With Destiny Biosciences Global Corp. in a Stock for Stock Transaction Valuing Therapix at US$48 Million

Therapix Biosciences Ltd. (“Therapix” or “the Company”) (TRPX), a specialty, clinical-stage pharmaceutical company focusing on the development of cannabinoid-based treatments, announced today the signing of a letter of intent (the “LOI”) for a proposed merger with Destiny Biosciences Global Corp. (“Destiny”). The transaction will create a combined company that focuses on Therapix’s proprietary IP and related technology, and assets pertaining to all clinical stage pharmaceutical applications and Destiny’s genomics-based breeding techniques and development capabilities.

The stock for stock transaction values Therapix at approximately US$48 million plus any cash on hand at the closing, and the combined company at about US$151 million. The terms of the LOI will be superseded by a definitive agreement, which the parties expect to execute during the third quarter of 2019, and which will be subject to certain closing conditions. Upon closing, current Therapix equity holders are expected to own approximately 32% of the combined company. Certain business terms of the LOI, including both companies’ valuation, are non-binding as the parties explore possible mutually beneficial transaction structures. The LOI contains a binding exclusivity clause that, for a period of 90 days, the parties will not solicit, participate in any negotiations or discussions with, or provide any information to, or accept or enter into any agreement or understanding with, any third parties in respect of any other transaction that may reduce the likelihood of success of the transaction between the parties, and will also cease any existing discussions or negotiations regarding such other transactions.

Combining the two companies creates a unique patented and valuable opportunity to create unique and very specific cannabis-based medicinal formulations literally from seed to sale, and the companies have already identified and commenced work in immediate areas of interest. The two companies have reinforcing product capabilities combining plant based synergetic cannabis based medicinal formulation development for further development of new products. Therapix and Destiny aim to achieve significant benefits and synergies through shared science and knowledge in genomics, tissue culture and research and clinical development capabilities, as well as cost synergies with combined marketing and overhead cost.

“This transaction makes a lot of sense coming on the back of the Company’s strategic decision to combine synthetic and phyto-cannabinoids in its products and clinical trials,” said Dr. Ascher Shmulewitz, interim CEO and Chairman of Therapix. “We believe this step can bring much needed scientific-based solutions faster to patients.”