TIDMPSY
RNS Number : 1182D
Psych Capital PLC
19 June 2023
19 June 2023
PSYCH CAPITAL PLC
("Psych", "Psych Capital", or "the Company")
Acquisition of Short Wave Pharma for GBP3.5m via Cash and
Equity
Board Appointments
London, 19th June 2023 - Psych Capital PLC, a leading global
investment firm specialising in the healthcare sector, is pleased
to announce that it has agreed to acquire 100% of the issued share
capital of Shortwave Pharma Inc. ("Shortwave Pharma"), a
biopharmaceutical drug-development company ("Acquisition"),
expanding the Company's pharmaceutical portfolio to address the
growing market for eating disorders. The main terms of the Share
Purchase Agreement ("SPA") are outlined further below.
Shortwave Pharma, an Ontario registered company with operations
based in Israel, develops breakthrough therapies to address unmet
medical needs in the field of mental health, with focus on the area
of eating disorders. This strategic acquisition aligns with Psych
Capital's commitment to improving patient care and advancing mental
healthcare through innovative treatments.
Shortwave Pharma's initial program is a transformative therapy
for anorexia nervosa, the most fatal eating disorder, a complex and
often underserved area of healthcare. Eating disorders, including
anorexia nervosa, bulimia nervosa, and binge-eating disorder,
affect millions of individuals worldwide. According to the World
Health Organization, it is estimated that approximately 9% of the
global population suffers from an eating disorder, highlighting the
significant market opportunity for effective treatments.
Shortwave Pharma developed a novel delivery method and drug
combination for its initial eating disorders programme for anorexia
nervosa. It has completed the preliminary early-stage activities
that demonstrate the chemistry, manufacturing and controls ("CMC")
and preclinical abilities of its drug delivery product. The final
product meets regulatory requirements for the early phases of the
clinical studies. The preclinical programme has so far demonstrated
not only the safety profile of the drug, but also the ability of
the Shortwave Pharma's product to bring the active ingredients to
the blood flow without the first pass metabolism, which, Shortwave
Pharma believes, will dramatically improve the efficacy of the drug
and will allow a better safety profile.
Shortwave Pharma is continuing with pre-clinical studies to
complete the profiling of the drug, which should support the design
of the clinical studies coming up later this year.
Principal Deal Terms
Psych Capital has agreed to pay GBP3.5m through a combination of
cash and new ordinary shares of GBP0.001 each ("Ordinary Shares")
as follows:
- Initial consideration shares of 71,170,131 new Ordinary Shares
to be issued at a presumed price of GBP0.04 per share.
- New Ordinary Shares of 9,015,100 pursuant to deferred
consideration shares of 9,015,100. The deferred consideration
shares will be issued conditionally on Shortwave Pharma obtaining a
positive examiner opinion including at least one novel and
non-obvious claim in at least one patent application filed under
the Patent Cooperation Treaty (PCT) filings taking priority from
the currently submitted US provisional applications. The
conditionality must be met by 31 December 2024 in order for the
deferred consideration shares to be issued.
- New Ordinary Shares of 7,499,998 pursuant to deferred
guarantee shares of 7,499,998. The deferred guarantee shares will
be issued on the first anniversary of the Completion Date, subject
to no claims in respect of warranties set out in the SPA.
- Cash payment of US$120,000.
- Consideration subject to 12-month lock-in followed by 12-month orderly market agreement.
Concurrently with the Acquisition, Shortwave Pharma has raised
US$510,00 (including the US$120,000 cash payment by the Company)
through a simple agreement for future equity ("SAFE").
The acquisition of Shortwave Pharma by Psych Capital PLC
positions the combined entity as a leading player in the field of
eating disorder treatments. By leveraging Shortwave Pharma's
expertise in drug development, coupled with Psych Capital's
extensive resources and global network, as well as its commitment
to innovation in the field of mental health, the combined entity
aims to accelerate the development of novel therapies and address
the urgent needs of patients suffering from these critical
illnesses.
William Potts, CIO of Psych Capital PLC, emphasised the
importance of this acquisition, stating, "The acquisition of
Shortwave Pharma represents a significant step forward in our
mission to improve the lives of individuals affected by mental
illnesses such as eating disorders. With their scientific prowess
and innovative approach to drug development, we are well-positioned
to make meaningful advancements in this critical area of
healthcare. The market opportunity for eating disorder treatments
is substantial, and there is a pressing need for effective
therapies that can address the complex nature of these disorders"
he added.
Board Appointments
The Company is pleased to announce that Rivki Stern Youdkevich
of Shortwave Pharma will join as CEO of the Company and as board
member of Psych Capital upon deal completion. In addition, the
Warrantors of Shortwave Pharma have the right to nominate an
additional board director of Psych Capital within six months of the
Completion Date, subject to background or regulatory checks as
required by the AQUIS adviser.
Co-founder and CEO at Shortwave Pharma, Rivki Stern has over 2
decades of entrepreneurial, financial, and hands-on management
experience in life sciences and biotech, consumer goods and
services Rivki is a CPA (Isr.) and MBA with vast experience in
strategy and business development in the US, Europe and Asia.
In recent years Rivki led go-public processes (NASDAQ: IMCC,
CSE: IMCC) and raised over $30M for cannabis and biotech companies
in the fields of diagnostics, therapeutics and clinical
development.
Rivki was member of the board of Israeli governmental companies,
private bio-pharma companies, serves as consultant to the Israeli
government, to accelerator programs and investment funds and is a
member of the executive management committee at University of
Haifa.
Further information on Rivki Stern (born 26 November 1967):
Current Directorships Previous Directorships
-----------------------
Migdalor Investment Fund Isorad Ltd.
------------------------- -----------------------
University of Haifa Cleveland Diagnostics
------------------------- -----------------------
Foodtech Markets Ltd. Mybiotics Pharma
------------------------- -----------------------
Except as set out above, there is no further information
regarding Rivki Stern, that is required to be disclosed pursuant to
Rule 4.9 of the AQSE Growth Market Access Rulebook.
Upon the issue of the initial consideration shares, Rivki Stern
will hold 9,394,231 Ordinary Shares of the Company, representing
2.6% of the enlarged issued share capital, and no options in the
Company.
Total Voting Rights
Following the issue of the 71,170,131 new Ordinary Shares
pursuant to the initial consideration, the Company will have
361,203,466 Ordinary Shares in issue, which also represents the
total number of voting rights in the Company. The Company does not
hold any ordinary shares in treasury. This figure should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest.
Following the issue of the initial consideration shares, the
interests of the other Directors of the Company are
Director Number of Ordinary Percentage interest
Shares in enlarged issued
share capital
William Potts* 10,720,000 2.97%
------------------- --------------------
Stephen Murphy 12,240,000 3.39%
------------------- --------------------
Joseph Colliver - -
------------------- --------------------
William Potts is the son of Christopher Potts. Christopher Potts
is interested in 54,780,247 Ordinary Shares, and together,
Christopher and William's combined interest following the issue of
the initial consideration shares will be 18.13% of the issued share
capital.
About Psych Capital Plc
Psych Capital Plc identifies, funds and aims to support the
building of leading companies across three core pillars: next-gen
drug development, integrated therapeutics and digital and data
ancillary services. Its mission is to support and operate a new
wave of scientific innovations that challenge the status quo and
revolutionise how society deals with mental health conditions.
About Shortwave Pharma:
Short Wave Pharma Inc. is an Israeli-based biopharmaceutical
company developing novel formulations of psilocybin and additional
APIs, as well as customised delivery methods, to effect significant
additional benefits for patients suffering from mental health
disorders, with an initial focus on eating disorders. The Company
is conducting pre-clinical studies related to its anorexia nervosa
product comprised of a novel formulation and a buccal film delivery
system and plans to be ready for phase I/IIa trials in Q4 2023.
Shortwave's leadership team combines years of experience in drug
development and clinical research, accelerated regulatory pathways
and pharmaceutical industry expertise. By leveraging advanced
technologies and a commitment to scientific excellence, Shortwave
Pharma aims to make a lasting impact on global mental
healthcare.
The Directors of the Company accept responsibility for the
contents of this announcement.
Enquiries:
Company:
Joseph Colliver: +44 20 3838 7621
William Potts: +44 20 3838 7621
info@psych.capital
https://psych.capital
Peterhouse Capital Limited:
Corporate Adviser:
Guy Miller / Narisha Ragoonanthun: + 44 (0) 20 7469 0930
Corporate Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Rivki Stern
----------------------------- ------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status PDMR
----------------------------- ------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------- ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Psych Capital Plc
----------------------------- ------------------------------------
b) LEI 213800WXCQ1C6GPLHH68
----------------------------- ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description of the financial Ordinary shares of GBP0.001 value
instrument, type of each in Psych Capital Plc
instrument
Identification code Identification code (ISIN) for
Psych Capital plc ordinary shares:
GB00BL6CJQ54
----------------------------- ------------------------------------
b) Nature of the transaction Purchase of Ordinary Shares
----------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Grant of
ordinary
shares 9,394,231
----------
----------------------------- ------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
----------------------------- ------------------------------------
e) Date of the transaction 16 June 2023
----------------------------- ------------------------------------
f) Place of the transaction Aquis Exchange
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END
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