Entheon Biomedical Corp. (CSE: ENBI) (FSE: 1XU1) (“Entheon” or the “Company”) is pleased to announce that the Company completed its acquisition of HaluGen Life Sciences Inc. (“HaluGen”), a biotech company in the business of developing and commercializing a pre-screening test to identify genetic markers predictive of an individual’s reaction to hallucinogenic drugs. The Company acquired 100% of the issued and outstanding common shares in the capital of HaluGen (the “HaluGen Shares”) from the shareholders of HaluGen (the “HaluGen Shareholders”) pursuant to a share exchange agreement among the Company, HaluGen and the HaluGen Shareholders, resulting in HaluGen becoming a wholly-owned subsidiary of Entheon (the “Acquisition”).
“This acquisition supports Entheon’s innovative data-driven approach to developing psychedelic-assisted psychotherapeutic (PAP) protocols to treat substance use disorders and provides an opportunity to strengthen category leadership in psychedelic therapy and drug discovery,” said Chief Executive Officer of Entheon, Timothy Ko. “Importantly, it will improve our tools to screen patients for underlying psychiatric disorders prior to undertaking PAP, and gather data linking genetics to outcomes. By adding this layer of personalized medicine and data, we seek to add an additional measure of safety and predictability to PAP, and to aggregate data that can be used to infer appropriateness of specific molecules in PAP.”
The Acquisition
In consideration for the HaluGen Shares, the Company issued an aggregate of 5,100,000 common shares (the “Consideration Shares”) to the HaluGen Shareholders.
The Consideration Shares are subject to contractual restrictions on transfer and will be released in accordance with the following schedule:
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(a) 1,275,000 Consideration Shares on the closing of the Acquisition (the “Closing Date”);
(b) 1,275,000 Consideration Shares on the date that is four (4) months following the Closing Date;
(c) 1,275,000 Consideration Shares on the date that is eight (8) months following the Closing Date; and
(d) 1,275,000 Consideration Shares on the date that is 12 months following the Closing Date.
In addition to the Consideration Shares, the Company may issue up to an additional 900,000 common shares (the “Compensation Shares”) to Lobo Genetics Inc. (“Lobo”), in connection with a product development agreement dated November 13, 2020, as amended on January 14, 2021 (the “Product Development Agreement”), among the Company, HaluGen and Lobo. The issuance of the Compensation Shares is subject to Lobo fulfilling certain performance milestones in accordance with the terms of the Product Development Agreement.
All securities issued or issuable in connection with the Product Development Agreement are subject to a statutory hold period expiring four months and a day from the date of issue.
Source: Biospace