TEL AVIV, Israel, May 19, 2020 /PRNewswire/ -- Therapix Biosciences
Ltd. (Nasdaq: TRPX) (the "Company" or "Therapix"), a specialty,
clinical-stage pharmaceutical company focusing on the development
of cannabinoid-based treatments announced today that it has closed
a joint venture transaction for collaboration in the field of
developing pharmaceuticals for a sleep-related indication. In
addition, the Company has appointed Mr. Arie Webber to its Board of Directors.
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On May 15, 2020, the Company
entered into a definitive securities purchase agreement with
Capital Point Ltd. ("Capital Point"), an Israeli holding company
traded on the Tel Aviv Stock Exchange, and Evero Health Ltd.
("Evero"), an Israeli company, and a wholly-owned subsidiary of
Therapix, pursuant to which Capital Point will sell to Evero
5,952,469 ordinary shares, par value NIS
0.01 each, of Coeruleus Ltd. (the "Purchased Coeruleus
Shares" and "Coeruleus," respectively), an Israeli company, and a
subsidiary (approximately 40%) of Capital Point, engaged in,
among others, developing innovative medications based on the active
generic substance flumazenil, including a sublingual spray to
reduce the side effects of hypnotic sleep medication, and a
sublingual spray to improve function and quality of life in
patients with hepatic encephalopathy. The Purchased Coeruleus
Shares represent approximately 35% of the issued and outstanding
share capital of Coeruleus. In consideration thereof, Evero will
issue and sell to Capital Point 176,470 ordinary shares,
NIS 1.00 par value each, constituting
15% of the issued and outstanding share capital of Evero.
As part of the joint venture, Therapix transferred to Evero its
THX-110 sleep technology, to be fully owned by Evero, under the
terms and conditions of an asset purchase agreement.
In addition, Therapix issued to Capital Point a warrant (the
"Warrant") to purchase $340,000 of
American Depositary Shares ("ADSs") of Therapix. Pursuant to the
terms of the Warrant, the exercise price per ADS is equal to the
closing price of the Company's ADSs on the trading day on which the
notice of exercise was actually received by the Company, and shall
be paid by transferring to Therapix a duly executed share transfer
deed for such number of ordinary shares of Evero, where each
ordinary share of Evero shall be valued at $35.50. The Warrant will be exercisable for
12 months starting from the 12 month anniversary of the issuance
date.
The transactions contemplated pursuant to the joint venture
closed on May 18, 2020.
"We are excited about the potential of modulating the
endocannabinoid system through repurposing of approved drugs, in
the area of sleep, anxiety, and pain." said Ascher Shmulewitz,
M.D., Ph.D., Chairman of Therapix.
"For many years we have been supporting Coeruleus as we greatly
believe in its potential," said Mr. Shay
Itzhak Lior, the Co-CEO of Capital Point. "Together with
Therapix we are confidant Coeruleus can achieve new heights."
In addition, the Company announced the appointment of Mr.
Arie Webber to the Company's Board
of Directors. Mr. Webber is the Chairman and CEO of Scorpio
Investments Ltd. Mr. Webber served in various positions in
investments and securities departments at Mizrachi Tefahot Bank,
and holds an MBA in Economics and Finance from Kharkiv National University of Economics in Ukraine.
About Therapix Biosciences (Nasdaq: TRPX):
Therapix Biosciences Ltd. is a specialty clinical-stage
pharmaceutical company led by an experienced team of senior
executives and scientists. Our focus is creating and enhancing a
portfolio of technologies and assets based on cannabinoid
pharmaceuticals. With this focus, the company is currently engaged
in the following drug development programs based on
tetrahydrocannabinol (THC) and/or non-psychoactive cannabidiol
(CBD): THX-110 for the treatment of Tourette syndrome and for the
treatment of obstructive sleep apnea; THX-160 for the treatment of
pain; and THX-210 for the treatment of autism spectrum
disorder and epilepsy. Please visit our website for more
information at www.therapixbio.com, the content of which is
not a part of this press release.
Forward Looking Statements:
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. For example, the Company is using forward-looking
statements when it discusses the joint venture, and modulating the
endocannabinoid system through repurposing of approved drugs, in
the area of sleep, anxiety, and pain. Because such statements deal
with future events and are based on the Company's current
expectations, they are subject to various risks and uncertainties
and actual results, performance or achievements of the Company
could differ materially from those described in or implied by the
statements in this press release. The forward-looking statements
contained or implied in this press release are subject to other
risks and uncertainties, including those discussed under the
heading "Risk Factors" the Company's Annual Report on Form 20-F
filed with the SEC on May 15, 2019,
and in subsequent filings with the U.S. Securities and Exchange
Commission. Except as otherwise required by law, the Company
disclaims any intention or obligation to update or revise any
forward-looking statements, which speak only as of the date they
were made, whether as a result of new information, future events or
circumstances or otherwise.
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Investor Contact:
IR@therapixbio.com
Tel: +972-3-6167055
info@therapixbio.com
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SOURCE Therapix Biosciences Ltd.