- Business combination with Silver Spike Acquisition Corp. II
(Nasdaq: SPKB) expected to generate gross proceeds of up to $288
million and implies a combined enterprise value of $446
million
- Eleusis pioneers the development of psychedelic drug candidates
in the life sciences space, with the goal of transforming
psychedelics into broadly accessible medicines
- Eleusis designed ELE-Psilo, a proprietary psilocybin-based drug
candidate that is formulated for IV infusion and in development for
the treatment of depression
- ELE-Psilo program expected to enter clinical trials in Q2 2022
and to target the pressing need for rapid-acting antidepressants
compatible with existing healthcare infrastructure and
insurance
- Eleusis secured an Innovation Passport Designation for
ELE-Psilo in adult treatment-resistant depression under the U.K.
Medicines and Healthcare products Regulatory Agency’s Innovative
Licensing and Access Pathway (“ILAP”), offering the potential to
accelerate time to market
- Merger also to support nationwide expansion of Eleusis’s
subsidiary Andala, which manages in-network drug therapy clinics
targeting the “last mile” challenge of psychedelic care delivery to
address a potential $7 billion U.S. health care services
opportunity
Eleusis, a clinical-stage life science company that aims to
unlock the therapeutic potential of psychedelics, and Silver Spike
Acquisition Corp. II (“SPKB”) (NASDAQ: SPKB/SPKBU/SPKBW), a
publicly traded special purpose acquisition company (“SPAC”)
sponsored by an affiliate of Silver Spike Capital (“Silver Spike”),
announced today that they have signed a definitive business
combination agreement expected to make Eleusis a public company.
Upon the close of the transaction, the combined company will be
operated through Eleusis Inc., a new holding company, and will
apply to have its common stock listed on Nasdaq under the symbol
“ELEU.”
Founded in 2013, Eleusis is dedicated to transforming
psychedelics into medicines. ELE-Psilo, Eleusis’s lead drug
candidate, is being developed to treat depression and is expected
to enter Phase I trials in 2022, subject to regulatory
authorization. Eleusis designed ELE-Psilo, if FDA-approved, to be
compatible with existing U.S. healthcare infrastructure and
insurance coverage and reimbursement requirements.
Third-party clinical studies investigating oral psilocybin have
reported compelling anti-depressant effects. When administered
orally, however, psilocybin may only be “halfway” to a modern
medicine. Academic trials of oral psilocybin revealed considerable
variability in patients’ absorption and metabolism rates at
identical doses, which may result in unpredictable pharmacokinetics
and pharmacodynamics. Combined with the lengthy treatment and
observation periods in these trials – up to 6 hours – oral
psilocybin could prove impractical for broad therapeutic use, even
if it secured FDA-approval.
Eleusis formulated ELE-Psilo to deliver psilocin, the active
ingredient in psilocybin, via IV infusion. IV-administered psilocin
has the potential to offer more consistent therapeutic effects to
patients, more controllable therapies to clinicians, and shorter
treatment times – planned to be two hours or less – than
orally-administered psilocybin exhibited in third-party clinical
studies.
Further, Eleusis’s subsidiary Andala plans to solve the
practical, “last mile” challenges of interventional psychiatric
therapy. It is a care delivery management company dedicated to
managing clinics that offer patients safe and convenient access to
psychiatric drug therapies, potentially covered and reimbursed by
insurance. Currently, its managed clinics provide access to
FDA-approved drug therapies like SPRAVATO (esketamine). Andala aims
to establish a nationwide care delivery platform that will offer
patients access to all psychedelic drug therapies approved by the
FDA in the future.1
“This is an ideal moment for Eleusis to go public with a partner
like Silver Spike,” said Shlomi Raz, CEO and founder of Eleusis.
“We are thrilled to work with the Silver Spike team, whose
extensive financial and industry experience complement our
expertise. We believe access to public capital markets will
accelerate our efforts to transform psychedelics into modern
medicines, and ultimately offers the potential to improve millions
of patients’ lives while creating long-term value for our
shareholders.”
Silver Spike Acquisition Corp. II is a $287.5 million SPAC
sponsored by Silver Spike, an asset manager with deep expertise in
health, wellness and cannabis investments. The team’s experience
includes the completed merger of Silver Spike’s first SPAC, Silver
Spike Acquisition Corp., with WM Holding Company, a leading
technology and software infrastructure provider to the cannabis
industry.
Scott Gordon, CEO and Chairman of SPKB, and CEO and Founder of
Silver Spike, added, “At Silver Spike, we believe that realizing
the vast therapeutic potential of psychedelics will require
companies like Eleusis to develop practical solutions to accelerate
mainstream adoption and spur innovation that leads to approved
psychedelic therapies that are both accessible and affordable. In
addition, Andala’s groundbreaking work managing clinics to address
the ‘last mile’ challenge of psychedelics is consistent with our
investment thesis in alternative health and wellness categories –
find the companies that enable an entire market to scale. We
believe Eleusis has identified the ‘end game’ of developing
psychedelic drug therapies, and we are excited to be playing a role
in potentially realizing its inspiring vision."
Eleusis expects to use the proceeds received from SPKB’s trust
account in the transaction to support clinical development of
ELE-Psilo, early stage drug discovery and translational research,
and the nationwide expansion of Andala-managed clinics.
Mr. Raz will continue to serve as CEO of the combined company,
and the combined company’s Board of Directors is expected to
include current Eleusis board members and Scott Gordon from SPKB.
Earlier in 2021, Eleusis welcomed four new directors to its Board:
David Socks, former CEO of Phathom Pharmaceuticals, joining as
Chairman, Robert Hershberg, M.D., Ph.D., former CBO and CSO of
Celgene, John Tucker, CEO of SC Pharmaceuticals, and Esther van den
Boom, Managing Partner at van den Boom & Associates.
____________________
1 Eleusis expects to divest Andala in whole or in part in
advance of any potential FDA approval of ELE-Psilo or any other
drug candidate developed and/or marketed by Eleusis to mitigate the
regulatory risks associated with Eleusis’s affiliation with clinics
in a position to purchase, order or recommend any FDA-approved
therapies developed or marketed by Eleusis.
Transaction Overview
The transaction implies a combined company enterprise value of
approximately $446 million. All Eleusis equity held by existing
Eleusis shareholders and other investors, including Eleusis’s
management, will roll in the transaction into equity of the
combined company and will be subject to a one-year lockup, subject
to certain exceptions and early release in certain circumstances.
Existing Eleusis shareholders and other investors will additionally
receive earnout consideration at the closing of the transaction
representing approximately 14% of an adjusted measure of the
enterprise value of the combined company, which will vest only if
and when the combined company’s stock price exceeds certain targets
during the three-year period after the closing of the transaction.
Upon completion of the transaction, the current owners of Eleusis
will retain approximately 49% ownership of the combined company,
assuming no redemptions by SPKB’s public shareholders and excluding
the earnout consideration.
The combined company expects to receive up to $287.5 million of
gross proceeds from SPKB’s trust account, assuming no public
shareholders of SPKB exercise their redemption rights and before
transaction expenses.
The boards of directors of both SPKB and Eleusis have
unanimously approved the transaction. The transaction is expected
to close in the second or third quarter of 2022, subject to
customary closing conditions, including the receipt of regulatory
approvals and approval by SPKB’s shareholders.
Canaccord Genuity LLC is serving as financial advisor and Latham
& Watkins LLP is serving as legal advisor to Eleusis. Credit
Suisse Securities (USA) LLC served as financial and equity capital
markets advisor and Cantor Fitzgerald & Co. served as capital
markets advisor to Silver Spike Acquisition Corp. II, and Davis
Polk & Wardwell LLP is serving as its legal advisor.
Investor Presentation Information
Eleusis and Silver Spike have prepared a prerecorded investor
presentation. Interested parties may view the prepared remarks on
Eleusis' website at eleusisltd.com. The investor presentation will
also be furnished today to the SEC, which can be viewed at the
SEC’s website at www.sec.gov.
About Eleusis
Founded in 2013, Eleusis is a life science company dedicated to
transforming psychedelics into mainstream medicines, The company’s
comprehensive discovery and development capabilities, together with
the care delivery platform of Andala-managed clinics, are designed
to target a broad spectrum of unmet needs within and beyond
psychiatry.
About Silver Spike Acquisition Corp. II
Silver Spike Acquisition Corp. II, an affiliate of Silver Spike
Capital, is a blank check company focused on the cannabis and
alternative health and wellness industries, formed for the purpose
of effecting a merger, amalgamation, share exchange, share
purchase, reorganization, or similar business combination with one
or more businesses.
Its management team and board of directors are composed of
veteran cannabis and finance industry executives and founders,
including Scott Gordon, founder and CEO of the company, and Dr.
Orrin Devinsky, director of the company, who is the director of the
NYU Langone Comprehensive Epilepsy Center and is a professor of
neurology, neuroscience, psychiatry and neuroscience at the NYU
School of Medicine and who since 2016 has served as Chair of the
Medical Advisory Board at Tilray.
About Silver Spike Capital
Silver Spike Capital is an investment manager dedicated to
credit- and equity- related opportunities in the cannabis and
alternative health and wellness industries. Established in 2019,
the firm has raised over $1 billion of private and public market
capital dedicated to the sector.
The $1.5 billion business combination of the firm's first SPAC,
Silver Spike Acquisition Corp, with WH Holdings, a leading
technology platform for the cannabis industry and operator of
WeedMaps (Nasdaq: MAPS), represents one of the largest equity
checks ever written in the cannabis sector at nearly $600 million
of cash proceeds.
Separately, in 2019, the firm launched the Silver Spike
Alternative Health Partners Fund to focus primarily on
psychedelics-related businesses and has since made several
investments in a variety of operating companies encompassing both
drug development and care delivery.
Silver Spike Capital is headquartered in New York with a
satellite office in Toronto.
Forward-Looking Statements
This document contains certain “forward-looking statements”
within the meaning of the federal securities laws, with respect to
the proposed transaction between Eleusis Holdings Limited
(“Eleusis”) and Silver Spike Acquisition Corp. II
(“Silver Spike”). These forward-looking statements are
generally identified by words such as “anticipate,” “believe,”
continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“strive,” “would” or the negatives of these words or words of
similar meaning. These forward-looking statements include, but are
not limited to, statements regarding the benefits of the
transaction, the anticipated timing of the transaction, Eleusis’s
product candidates and expected markets, and Eleusis's projected
future results. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Such forward-looking statements
are based upon the current beliefs and expectations of the
management of each of Silver Spike and Eleusis and are inherently
subject to significant business, economic and competitive risks,
uncertainties and contingencies. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the
risk that the transaction may not be completed in a timely manner
or at all, which may adversely affect the price of Silver Spike's
securities, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
business combination agreement and plan of merger by the
shareholders of Silver Spike, the availability of the minimum trust
account amount following redemptions by Silver Spike's public
shareholders and the receipt of certain governmental and regulatory
approvals, (iii) the lack of a third-party valuation in determining
whether or not to pursue the proposed transaction, (iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement
and plan of merger, (v) the effect of the announcement or pendency
of the transaction on Eleusis’s business relationships,
performance, and business generally, (vi) risks that the proposed
transaction disrupts current plans of Eleusis and potential
difficulties in retention of Eleusis’s employees as a result of the
proposed transaction, (vii) the outcome of any legal proceedings
that may be instituted against Eleusis or against Silver Spike or
Eleusis Inc. (“NewCo”) related to the business combination
agreement and plan of merger or the proposed transaction, (viii)
the ability of NewCo's securities to qualify to list on The Nasdaq
Capital Market, (ix) volatility in the price of Silver Spike's
securities due to a variety of factors, including changes in the
competitive and highly regulated industries in which Eleusis plans
to operate, variations in performance across competitors, changes
in laws and regulations affecting Eleusis’s business and changes in
the combined capital structure, (x) the impact of the global
COVID-19 pandemic, (xi) the enforceability of Eleusis's
intellectual property, including its trademarks, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security, (xii) the
ability of Eleusis to protect its intellectual property and
confidential information of its customers, (xiii) unexpected costs,
charges, or expenses resulting from the proposed transaction, (xiv)
evolving legal, regulatory and tax regimes, (xv) the possibility
that Eleusis may be adversely affected by other economic, business
and/or competitive factors, (xvi) actions by third parties,
including government agencies, and (xvii) the ability to implement
business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize
additional opportunities. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Silver Spike’s Quarterly Reports on Form 10-Q, the
registration statement on Form S-4 and proxy statement/prospectus
included therein discussed below and other documents filed by
Silver Spike and NewCo from time to time with the U.S. Securities
and Exchange Commission (the “SEC”). You are cautioned not
to place undue reliance on these forward-looking statements as a
predictor of future results, performance and/or achievements as
projected financial information and other information are based on
estimates and assumptions, whether or not identified in this
document, that are inherently subject to various significant risks,
uncertainties, contingencies and other factors, many of which are
difficult to predict and generally beyond the control of the
parties involved in the proposed transaction. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Eleusis, NewCo and Silver Spike assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. None of Eleusis, NewCo or Silver Spike gives any
assurance that any of Eleusis, NewCo and Silver Spike will achieve
its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Eleusis
and Silver Spike. This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Silver Spike and NewCo
intend to file a registration statement on Form S-4 that will
include a preliminary proxy statement for the solicitation of
Silver Spike shareholder approval and prospectuses of Silver Spike
and NewCo. The proxy statement/prospectus will be sent to all
Silver Spike shareholders. Silver Spike and NewCo also will file
other documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS
OF SILVER SPIKE ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROXY STATEMENT/ PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT
ARE OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that are or will be filed with the SEC by Silver
Spike and NewCo through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by Silver Spike and
NewCo may be obtained free of charge at silverspikecap.com or by
written request to Silver Spike at 660 Madison Ave, Suite 1600, New
York, New York 10065.
Participants in Solicitation
Silver Spike, NewCo and Eleusis and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from Silver Spike’s shareholders in connection with the
proposed transaction. Information about Silver Spike’s directors
and executive officers and their ownership of Silver Spike’s
securities is set forth in Silver Spike’s filings with the SEC. To
the extent that holdings of Silver Spike’s securities have changed
since the amounts printed in Silver Spike’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/ prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220120005418/en/
Media and Investor Contacts For
Eleusis: Alex Speiser, Corporate Development Director
Email: alexander.speiser@eleusisltd.com
For SPKB and Silver Spike
Capital: Investors: Bill Healy, Partner and Head of
Capital Formation Bill@silverspikecap.com 212-905-4933
Media: Alan Oshiki and Will Braun, Abernathy MacGregor
SilverSpikeCapital@abmac.com 212-371-5999
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