- Transaction has completed following shareholder and court
approvals
- Novamind shareholders and RSU holders have been issued 0.84
Numinus shares per Novamind share
- As a result of the acquisition, Novamind has ceased trading
on the Canadian Securities Exchange (CSE)
- Reid Robison has been
appointed Chief Clinical Officer and Paul
Thielking has been appointed Chief Science Officer
- Michael Tan has been promoted
to President and Chief Operating Officer
VANCOUVER, BC, June 10,
2022 /CNW/ - Numinus Wellness Inc. ("Numinus", the
"Company") (TSX: NUMI) (OTCQX: NUMIF) is pleased to announce the
acquisition (the "Transaction") of Novamind Inc. ("Novamind") has
completed, following Novamind's receipt of a final order from the
BC Supreme Court. As a result of the acquisition, Numinus now
operates 13 wellness clinics, four clinical research facilities and
a dedicated psychedelics research lab – positioning the company as
a leading integrated mental wellness company providing ketamine-
and psychedelic-assisted therapies.
This acquisition significantly grows Numinus' client service
offerings, geographic reach, and revenues. Numinus and
Novamind clients will benefit from access to a greater variety of
services and treatments over the coming months, including the
expansion of virtual therapy services at US-based clinics and
increased group therapy offerings in Canada. The transaction
has also provided a strong US platform for potential continued
growth in partnership and acquisition opportunities. On a
proforma basis, the combined business generated C$11.9 million of annual revenues (trailing four
quarters reported, as at June 10,
2022).
"This acquisition elevates our collective service offering, and
we look forward to helping an even greater number of people access
effective and safe treatments to support mental wellness," said
Payton Nyquvest, Founder and CEO,
Numinus. "We warmly welcome the Novamind team to Numinus and
believe our shared values and focus on client service will ensure a
seamless integration as we continue to grow as one unified
company."
Executive Appointments
Numinus is also pleased to announce the appointments of Dr.
Reid Robison (MD) as Chief Clinical
Officer and Dr. Paul Thielking (MD)
as Chief Science Officer, who both join the Company from
Novamind.
Dr. Robison was most recently Chief Medical Officer at Novamind.
He is a board-certified psychiatrist and co-founder of Cedar
Psychiatry and serves as the Medical Director for the Center for
Change, a leading center for the treatment of eating disorders. He
was previously a coordinating investigator for a study on
MDMA-assisted therapy for eating disorders, sponsored by the
Multidisciplinary Association for Psychedelic Studies (MAPS). As an
early adopter and researcher of the use of ketamine in psychiatry,
Dr. Robison also led a pivotal intravenous ketamine study for
treatment-resistant depression by Janssen, leading up to that
company's recent FDA-approval of Spravato™. To date, Dr. Robison
has guided thousands of ketamine-assisted therapy sessions and
hundreds of Spravato™ dosing sessions. Dr. Robison is an adjunct
professor at both the University of
Utah and Brigham Young
University.
Dr. Thielking was most recently Chief Scientific Officer at
Novamind and is board certified in psychiatry, hospice and
palliative medicine, and integrative medicine. He is the principal
investigator for a psilocybin-enhanced group psychotherapy
intervention for cancer patients with depression and a
co-investigator on a study for ketamine-assisted psychotherapy for
opioid use disorder. He has extensive experience with creating
group therapy interventions for patients with serious illness and
has successfully integrated ketamine-assisted psychotherapy
services within an academic outpatient oncology clinic for cancer
patients with depression. Dr. Thielking was director of
psycho-oncology at the University of
Utah Huntsman Cancer Institute for five years and previously
an associate professor in the department of psychiatry at the
University of Utah. He is a graduate of
the California Institute of Integrative Studies' Certification of
Psychedelic Therapy and Research program.
Numinus is also pleased to announce that as a result of his
growing responsibilities, Michael
Tan has been promoted to President and Chief Operating
Officer. In his new role, Mr. Tan will oversee all Company
operations and will lead strategic directives to drive revenue
growth through future footprint and product line expansions.
Mr. Tan has been instrumental in Numinus' growth, and joined the
Company in 2019.
As a result of the increased medical and research expertise
added to Numinus' expanded executive team, Dr. Evan Wood, Chief Medical Officer, will now be
able to continue in his role in a reduced capacity, in order to
enable him to maintain his important advocacy, clinical and
teaching work. Dr. Wood remains committed to Numinus over the
long term and will continue as the Company's Chief Medical Officer
through the integration of Novamind, though with reduced office
hours.
Integration and Consolidation of Operations
As a result of the acquisition, Numinus now has 13 operating
wellness clinics across North
America, four clinical research sites and a dedicated
psychedelics research laboratory. The Company intends to
continue operating all of these locations and is reviewing
previously announced organic clinic growth plans, considering the
significantly expanded scale this acquisition has
provided.
Clinics in Utah and
Arizona will continue to operate
under existing branding until later this year, at which point all
locations will be rebranded to reflect the Numinus brand.
Securities Issuance
As approved by shareholders on June 8,
2022, Numinus has issued 43,474,659 common shares to the
former shareholders and RSU holders of Novamind, as consideration
for the acquisition – representing 0.84 of one (the "Exchange
Ratio") Numinus common share per each Novamind share and Novamind
restricted share unit (RSU). Given securities processing
times, these Numinus shares should settle in Novamind investor
accounts by June 16, 2022.
In connection with the Transaction, all 3,346,052 incentive
stock options of Novamind were cancelled and replaced at the
Exchange Ratio through the issuance of 2,810,684 incentive stock
options of Numinus (the "Replacement Options") with each
Replacement Option being exercisable to acquire one common share of
Numinus (a "Common Share"), and of which (i) 2,453,684 Replacement
Options are exercisable at a price of approximately $0.4762 per Common Share until December 11, 2025, (ii) 252,000 Replacement
Options are exercisable at a price of approximately $1.1905 per Common Share until December 22, 2025, and (iii) 105,000 Replacement
Options are exercisable at a price of approximately $0.4762 per Common Share until April 30, 2025.
In addition, all 19,044,831 outstanding warrants of Novamind
have been adjusted in accordance with their respective contractual
terms and will be exercisable at the Exchange Ratio to acquire
15,997,658 Common Shares.
In connection with the Transaction, the Company engaged Eight
Capital ("Eight Capital") as exclusive financial advisor. In
consideration of the services provided by Eight Capital, the
Company agreed to pay a fee in the amount of $700,000 (the "Completion Fee"), of which
$200,000 are to be paid in Common
Shares valued at $0.45 per Common
Share, being 444,444 Common Shares (the "Completion Fee Shares"),
with the balance of the Completion Fee to be paid in cash. The
issuance of the Completion Fee Shares is subject to approval from
the Toronto Stock Exchange. The Completion Fee Shares will be
subject to resale restrictions expiring four months and one day
from the date of issuance in accordance with applicable securities
laws.
Details of the Transaction are set out in Numinus' management
information circular dated May 4,
2022, which is available under the Company's profile on
SEDAR at www.sedar.com.
About Numinus
Numinus Wellness (TSX: NUMI) helps people to heal and be well
through the development and delivery of innovative mental health
care and access to safe, evidence-based psychedelic-assisted
therapies. The Numinus model - including psychedelic production,
research and clinic care - is at the forefront of a transformation
aimed at healing rather than managing symptoms for depression,
anxiety, trauma, pain and substance use. At Numinus, we are leading
the integration of psychedelic-assisted therapies into mainstream
clinical practice and building the foundation for a healthier
society.
Learn more at www.numinus.com and follow us on LinkedIn,
Facebook, Twitter, and Instagram.
Forward-Looking Statements
This news release includes certain "forward‐looking information"
and "forward‐looking statements" (collectively "forward‐looking
statements") within the meaning of applicable Canadian securities
legislation, including statements regarding the plans, intentions,
beliefs and current expectations of the Company with respect to
future business activities and operating performance. All
statements in this news release that address events or developments
that the Company expects to occur in the future are forward‐looking
statements. Forward‐looking statements are statements that are not
historical facts and are often identified by words such as
"expect", "plan", "anticipate", "project", "target", "potential",
"schedule", "forecast", "budget", "estimate", "intend" or "believe"
and similar expressions or their negative connotations, or that
events or conditions "will", "would", "may", "could", "should" or
"might" occur, and include information regarding expectations
regarding the potential benefits of the Transaction and the ability
of the combined company to successfully achieve business
objectives; and expectations for other economic, business, and/or
competitive factors.
Forward‐looking statements necessarily involve assumptions,
risks and uncertainties, certain of which are beyond the Company's
control. These forward‐looking statements are qualified in their
entirety by cautionary statements and risk factor disclosure
contained in filings made by the Company with the Canadian
securities regulators, including the Company's financial statements
and related MD&A for the financial year ended August 31, 2021 and its interim financial
statements and related MD&A for the three and six months ended
February 28, 2022, all filed with the
securities regulatory authorities in all provinces and territories
of Canada, except Québec, and
available under the Company's profile at www.sedar.com. The risk
factors are not exhaustive of the factors that may affect the
Company's forward‐looking statements. The Company's forward‐looking
statements are based on the applicable assumptions and factors
management considers reasonable as of the date hereof, based on the
information available to management of the Company at such
time. The Company does not assume any obligation to update
forward‐looking statements if circumstances or management's
beliefs, expectations or opinions should change other than as
required by applicable securities laws. There can be no assurance
that forward‐looking statements will prove to be accurate, and
actual results, performance or achievements could differ materially
from those expressed in, or implied by, these forward‐looking
statements. Accordingly, undue reliance should not be placed on
forward‐looking statements.
View original
content:https://www.prnewswire.com/news-releases/numinus-completes-acquisition-of-novamind-and-announces-executive-appointments-301566100.html
SOURCE Numinus Wellness Inc.
