Pharma Focus Europe

Irwin Naturals Signs Letter of Intent to Acquire Braxia Scientific

Tuesday, January 31, 2023

Irwin Naturals Inc., is pleased to announce it has entered into a non-binding amended and restated Letter of Intent (“LOI”) for a business combination with Braxia Scientific Corp., a medical research company providing psychiatric, innovative ketamine and psilocybin treatments for mental health disorders. The LOI sets forth the material terms and conditions upon which Irwin will acquire all of the issued and outstanding common shares (the “Braxia Shares”) of Braxia (the “Proposed Transaction”).

Under the terms of the LOI, Irwin is prepared to offer a purchase price per Braxia Share based upon a valuation of the outstanding Braxia Shares of US$30,000,000 and a deemed value per subordinate voting share (“Irwin Share”) and/or proportionate voting share of Irwin (“Consideration Shares”) equal to the greater of US$3.00 and the volume weighted average trading price of Irwin Shares on the Canadian Securities Exchange (the ”CSE”) for the 20 trading days immediately prior to the execution of the Arrangement Agreement. The purchase price would be payable on closing of the Proposed Transaction (the “Closing Date”) by the issuance of Consideration Shares to each holder of Braxia Shares. Based on the closing price of Irwin Shares and Braxia Shares on the CSE on January 25, 2023 of C$3.80 and C$0.05, respectively, the purchase price and exchange ratio imply a 315.72% premium to the price of Braxia Shares. The number of Consideration Shares will also be adjusted upward in the event that the total consideration received by holders of Braxia Shares is less than US$30,000,000, to be determined at a specified period of time after the Closing Date and as set forth in the Arrangement Agreement.

The final purchase price per Braxia Share and the exchange ratio will be set forth and determined at the time the Arrangement Agreement is executed. The LOI further provides that the Consideration Shares would be subject to a lock-up period (the “Lock-Up”) and would be restricted from transfer or sale for a period of 6 months after the Closing Date. Insiders of Braxia would be subject to a Lock-Up period of 12 months from the Closing Date.

Additionally, under the terms of the LOI and in connection with the Proposed Transaction, it is expected that the convertible securities of Braxia would, pursuant to the Arrangement Agreement, either remain outstanding in accordance with their terms or be exchanged for substantially similar securities of Irwin.

The LOI is non-binding and there is no assurance that the Proposed Transaction will be completed as proposed. The completion of the Proposed Transaction is subject to, among other things (i) completion of satisfactory due diligence by each of Braxia and Irwin; (ii) negotiation of and the entering into of a binding definitive Arrangement Agreement in connection with the Proposed Transaction; (iii) receipt of all required corporate approvals from the board of directors of Braxia and Irwin, respectively, and all regulatory and shareholder approvals, including the approval of the CSE and any required third-party consents: and (iv) Braxia having at least C$575,000 in working capital immediately before closing on the Closing Date.

Creating a New Market Leader in US and North American Mental Health

The combined business creates a new market leader with operations in multiple markets in the US (~40+ markets) and in Canada across three important business verticals:

  • Clinics: A large and rapidly growing network of clinics providing much-needed mental health services. The network of clinics will act as highly specialized hubs of excellence with several deployed in larger population centers, while others will be deployed more regionally to greatly improve and expand access to mental health services throughout the North American market.
  • International Clinical Research Services: A leading mental health clinical research organization (CRO) providing in-human clinical study services to a growing pipeline of strategic pharmaceutical sponsors and partners looking to develop innovative therapeutic and diagnostic products to secure marketing authorization from FDA and other health regulators.
  • Telehealth: A telehealth platform (KetaMD) designed to expand access to patients virtually in ~40+ US state, extending the operational reach of the clinics within the network, providing services to patients directly in their own home, and multiplying the supply of mental health services available in the market today.

Dr. Roger McIntyre, CEO, Braxia Scientific commented, “With a proven track record of execution in the wellness sector spanning nearly three decades, Irwin has established a strong foothold in mental health. Its growing network of US based clinics combined with its experienced team and access to capital, makes Irwin an excellent partner for Braxia. More importantly, we will be able to quickly and better address the unmet need for treatment of millions of people living with mental health disorders across North America.”

Klee Irwin, CEO, Irwin Naturals noted, “We are excited to be building North America’s leading mental health and depression network under the medical expertise of Braxia’s scientific management team, including Dr. McIntyre, the world’s foremost expert in depression and ketamine research. This combination is a major accelerator and differentiator for Irwin’s network of EmergenceTM clinics across the US as we launch clinical research services for large pharma and emerging biotechnology companies and enhance our capacity with telemedicine capabilities. Additionally, we are pleased to continue support Braxia’s growth and access to more attractive financing making this an attractive potential business combination for Braxia shareholders.”

Adam Berk, President, Irwin Naturals said, “This combination will optimize the drive for growth of mental health services, creating a first mover advantage in many important markets in North America, while also expanding innovative drug development research to benefit from economies of scale across the businesses.”

None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

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