PHARMADRUG ANNOUNCES LOI TO ACQUIRE SAIRIYO THERAPEUTICS
INC.
Toronto, Ontario
-- January 12, 2021 --
InvestorsHub NewsWire -- PharmaDrug Inc. (CSE:
BUZZ) (OTC: LMLLF) ("PharmaDrug"
or the "Company"),
a specialty pharmaceutical company focused on the development and
commercialization of controlled-substances and natural medicines
such as psychedelics, cannabis and naturally-derived approved
drugs, is pleased to announce that it has entered into a
binding
letter of intent (the "LOI"),
dated January 11,
2021, to
acquire Sairiyo Therapeutics Inc.
("Sairiyo")
(the
"Acquisition").
Sairiyo is a
biotechnology company focused on repurposing and
developing improved formulations of naturally derived compounds for
serious, rare, and life-threatening diseases with the aim to
obtain
European Medicines Evaluation Agency and U.S. Food and Drug
Administration ("FDA")
approval.
Sairiyo is
advancing the clinical development of its lead drug candidate,
Cepharanthine, a repurposed and reformulated naturally-derived
compound for the
potential treatment of cancer, neurological, inflammatory and
infectious diseases. Cepharanthine is a natural product and an
approved drug used for more than 70
years in Japan to treat a variety of acute and chronic
diseases. In clinical research, Cepharanthine exhibits
multiple pharmacological properties including anti-oxidative,
anti-inflammatory, immuno-regulatory, anti-cancer,
anti-viral and anti-parasitic properties.1
Sairiyo has an
exclusive license from
a
research and
development organization to develop and commercialize
reformulated Cepharanthine for all diseases and exclusive rights to
the patent, method of manufacturing, clinical supply, pre-clinical
data and know-how to support FDA clinical trials.
Sairiyo has applied
for FDA orphan drug designation of Cepharanthine in
certain cancer indications and is also leveraging its expertise in
drug discovery by evaluating novel uses of psychedelic and
cannabinoid compounds for unmet medical needs.
"The proposed
acquisition of Sairiyo Therapeutics builds on our foundation of
developing and commercializing controlled substances and
naturally-derived medicines in Europe while expanding our
opportunities with an FDA focused strategy and leveraging
Sairiyo's expertise in the discovery
and development of novel uses and reformations of
naturally-derived compounds for significant clinical unmet needs,
thus paving the way for PharmaDrug to become a fully-integrated specialty
pharmaceutical company," said Daniel Cohen, Chairman and
CEO of
PharmaDrug.
Under
the terms of
the LOI, Pharmadrug proposes to acquire
all of the issued and outstanding shares of Sairiyo in
consideration for the issuance of an aggregate of 75,000,000 units
of PharmaDrug ("Units").
Each Unit will be comprised of one common share of
Pharmadrug and one
common share purchase warrant (a "Warrant")
of Pharmadrug. Each Warrant will entitle the holder thereof
to acquire one common share in the capital of Pharmadrug at any
time on or before the 18 month anniversary of the issuance of
the Warrants
at an exercise price of $0.10 per share. Following completion of
the transaction Sairiyo will be a wholly-owned
subsidiary of the
Company.
Completion of the
transaction is subject to customary closing conditions, including
completion of due diligence, negotiation of definitive
agreements and receipt of all necessary approvals. If such
conditions are not satisfied it is possible that the proposed
transaction will not be completed on the terms set forth herein or
at all. The parties anticipate completing the definitive
agreements within the next 30
days, and
anticipate that the
transaction will be completed in the first quarter of
2021.
About
PharmaDrug Inc.
PharmaDrug Inc. is
building an international controlled substance and natural medicine
company with
a focus on Europe. The Company owns 80% of Pharmadrug GmbH, a
German medical cannabis distributor, with a Schedule I European
Union narcotics license allowing for the importation and
distribution of medical cannabis to pharmacies in Germany and
throughout
the EU. The Company also owns 100% of Super Smart, an early-stage
retail company focused on consolidating the fragmented Dutch
smartshop market. Smartshops are retail establishments in The
Netherlands that specialize in the sale of psychoactive
substances
including psychedelic truffles.
For further
information, please contact:
Daniel Cohen,
Chairman and CEO
dcohen@pharmadrug.co
(647)
202-1824
Caution Regarding
Forward-Looking Information:
THE CANADIAN
SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This press
release contains "forward-looking information" within the meaning
of applicable securities legislation. All statements, other than
statements of historical fact, included herein is forward-looking
information. Generally, forward-looking information may be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "proposed", "is expected",
"budgets", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes",
or
variations of such words and phrases, or by the use of words or
phrases which state that certain actions, events or results may,
could, would, or might occur or be achieved. In particular, this
press release contains forward-looking information in
relation to: the
timing and ability to close the proposed transaction; the
anticipated development of the Sairiyo
business;
the ability to get FDA approvals for Sairiyo's products; the
ability for the Company to be able to execute on its
plans;
and the
Company's current
liquidity. This forward-looking information reflects the Company's
current beliefs and is based on information currently available to
the Company and on assumptions the Company believes are reasonable.
These assumptions include,
but are not
limited to: the
ability of the Company to successfully satisfy the conditions to
closing the proposed transaction; the ability of the Company to
successfully execute on its plans
for the Company and Sairiyo; and the
Company's continued response and ability to navigate the
COVID-19 pandemic being consistent with, or better than, its
ability and response to date.
Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity,
performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking
information. Such risks and other factors may include, but are not
limited to: general business, economic, competitive,
political and
social uncertainties; general capital market conditions and market
prices for securities; the actual results of the Company's future
operations; competition; changes in legislation affecting the
Company; the ability
to obtain and maintain required permits and
approvals, the timing
and availability of external financing on acceptable terms; lack of
qualified, skilled labour or loss of key individuals; risks related
to the COVID-19 pandemic
including various recommendations, orders and measures of
governmental
authorities to try to limit the pandemic, including travel
restrictions, border closures, non-essential business closures,
service disruptions, quarantines, self-isolations,
shelters-in-place and social distancing, disruptions to markets,
economic activity,
financing, supply chains and sales channels, and a deterioration of
general economic conditions including a possible national or global
recession; and a deterioration of financial markets that could
limit the Company's ability to obtain external financing.
A
description of additional risk factors that may cause actual
results to differ materially from forward-looking information can
be found in the Company's disclosure documents on the SEDAR website
at www.sedar.com. Although the Company has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. Accordingly,
readers should
not place undue reliance on forward-looking information. Readers
are cautioned that the foregoing list of factors is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking information as there can be no assurance that
the plans, intentions or expectations upon which they are placed
will occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
The
Company's securities have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
applicable state securities laws, and may not be offered or sold
to, or for the account or benefit of, persons in the
United States or "U.S. Persons", as such term is defined in
Regulations under the U.S. Securities Act, absent registration or
an applicable exemption from such registration requirements. This
press release shall not constitute an offer to sell or
the
solicitation of an offer to buy nor shall there be any sale of the
securities in the United States or any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Forward-looking
information contained in this press release is
expressly
qualified by this cautionary statement. The forward-looking
information contained in this press release represents the
expectations of the Company as of the date of this press release
and, accordingly, are subject to change after such date. However,
the Company
expressly disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable securities law.
References:
-
Bailly, C., 2019.
Cepharanthine:
An update of its mode of action, pharmacological properties and
medical applications. Phytomedicine 62, 152956.