Mydecine Completes Spin-Out of U.S. Cannabis Assets
Mydecine Innovations Group™ (NEO: MYCO)(OTCMKTS: MYCOF), a biopharmaceutical company focused on the treatment of mental health and addiction, today announced that it has completed its previously announced spin-out transaction (the “Transaction”) of ALT House Cannabis Inc. (“SpinCo”), a wholly-owned subsidiary of Mydecine which held the Company’s U.S. cannabis assets.
SpinCo was incorporated on August 9, 2021 for the purposes of the Transaction, enabling Mydecine to transfer to SpinCo all of the Company’s interests in: (i) 1176392 BC Ltd; (ii) Alternative Distribution Company, LLC; (iii) Drink Fresh Water, LLC; (iv) Tealief Brands, LLC; (v) Relyfe Brands, LLC; (vi) We are Kured, LLC; and (vii) Trellis Holdings Oregon OP, LLC (collectively, the “U.S. Cannabis Subsidiaries”) in exchange for 2,500,000 common shares of SpinCo (the “SpinCo Shares”). Mydecine’s current shareholders received for each common share of Mydecine held: (a) one new Mydecine common share; and (b) 0.010300 SpinCo Shares. The new Mydecine common shares are expected to continue trading on the NEO Exchange on October 1, 2021. Holders of Mydecine warrants (NEO: MYCO.WT) who validly exercise such warrants following the Transaction shall receive, for each warrant held, one whole Mydecine common share and, for no additional consideration, 0.010300 SpinCo Shares. The CUSIP numbers for the new Mydecine Shares and the SpinCo Shares will be 62849F101 and 021242102, respectively.
The purpose of the Transaction was to permit the Company to comply with NASDAQ Listing Qualification requirements and comparable London Stock Exchange requirements regarding U.S. cannabis assets as the Company continues its listing review process with NASDAQ. Management believes that transferring the U.S. cannabis assets and cannabis projects to a separate public company removes an unintended obstacle to its planned NASDAQ and London Stock Exchange listings and the expected benefits that such listings will provide the Company and its shareholders. Additionally, SpinCo plans to leverage and monetize the Company’s U.S. cannabis assets and cannabis projects and commercial relationships in the sector.
Going forward Mydecine’s principal business will focus on the development and commercialization of end-to-end mental health treatments through its robust and technologically innovative discovery platform. Mydecine will leverage its world-class R&D facilities to focus on advancing novel compounds and increased efficacy through proprietary technology. Mydecine will continue to accelerate its pipeline with preclinical and clinical development to bring patients safe and FDA-approved solutions and it will no longer be involved in the manufacturing or sale of cannabis and CBD products.
SpinCo intends to make an application to list the SpinCo common shares on either the Canadian Securities Exchange or the NEO Exchange, but no assurance can be provided that such a listing will be obtained in a timely manner or at all. Any such listing will be subject to SpinCo fulfilling all the requirements of the applicable stock exchange.
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