Field Trip Health Ltd. Announces Closing of $95 Million Bought Deal Financing
Ryan Allway
March 17th, 2021
Psychedelics, Top News
TORONTO, March 17, 2021 (GLOBE NEWSWIRE) — Field Trip Health Ltd. (CSE: FTRP; FTRP.WT; OTCQX: FTRPF) (“Field Trip“), a leader in the development and delivery of psychedelic therapies, is pleased to announce that it has closed the bought deal short form prospectus offering previously announced on February 25 and 26, 2021, including the full exercise of the underwriters’ over-allotment option (the “Offering“). In connection with the Offering, Field Trip issued 14,661,499 common shares, (“Common Shares”) at a price of C$6.50 per Common Share, for aggregate gross proceeds of $95 million.
The lead investor in the Offering was Soleus Capital with additional participation by Avidity Partners, Sphera Funds, Pura Vida Investments, Jennison Associates and other healthcare specialized institutional investors.
Joseph del Moral, Chief Executive Officer of Field Trip, said, “Completing this equity financing is an important milestone as we work to build Field Trip into a household name, not only in the amount of growth capital it provides us, but from the support and endorsement provided through the participation of some of the world’s leading healthcare-specialized investors. It is a powerful validation of what we are building at Field Trip.”
Guy Levy, Chief Investment Officer of Soleus Capital Management commented, “Soleus Capital is pleased to be partnering with Field Trip as a significant investor in their ongoing growth. We believe Field Trip is positioned to establish itself as a global leader in the delivery and development of psychedelic therapies for depression and other mental health indications with high unmet need.”
As of the closing of the offering Field Trip has pro forma cash and cash equivalents on hand of $113.7 million. Field Trip intends to use the net proceeds from the Offering for the ongoing development of the “FT-104” novel psychedelic development program, the opening of new Field Trip Health centers, and for working capital and general corporate purposes.
“Through this financing we have the balance sheet strength to advance our work with FT-104 — a molecule that, based on its pharmacology and its IP defensibility, we believe is the most exciting in the industry — through a number of value inflection points and to accelerate the rollout of our Field Trip Health centers across North America and Europe, while still having reserves for new opportunities as they emerge,” added Hannan Fleiman, Field Trip’s President and one of its co-founders.
Details of the Offering
The Offering was conducted by Bloom Burton Securities Inc. (the “Lead Underwriter”), as lead underwriter and sole bookrunner with Stifel GMP and Canaccord Genuity Corp. forming a syndicate of underwriters (together with the Lead Underwriter, the “Underwriters”). In consideration for their services, Field Trip paid to the Underwriters a cash commission equal to $4,961,472 and issued to the Underwriters 763,303 compensation warrants (the “Compensation Warrants“). Each Compensation Warrant may be exercised to acquire one Common Share (each, a “Compensation Share“) at an exercise price of $6.50 per Compensation Share until March 17, 2023. All currency figures reported in this press release are in Canadian dollars. An additional 104,000 warrants to purchase Common Shares are being issued to a consultant on the same terms as the Compensation Warrants.
Joseph del Moral, the Chief Executive Officer of Field Trip, Nathan Bryson, Chief Scientific Officer, Donna Wong, Chief Financial Officer, and Paula Amy Hewitt, Vice President and General Counsel, purchased 38,462, 5,831, 7,693, and 3,847 Common Shares in the Offering, respectively, and, as such, the issuance of the Common Shares to such insiders is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(a), as the fair market value of the Common Shares does not exceed 25% of Field Trip’s market capitalization, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Common Shares does not exceed 25% of Field Trip’s market capitalization. A material change report was not filed by Field Trip 21 days before the closing of the Offering as the level of insider participation was not known at that time and Field Trip moved to close the Offering immediately upon satisfaction of all applicable closing conditions. In the view of Field Trip, this was reasonable in the circumstances because Field Trip wished to complete the Offering as soon as possible.
Immediately following to the Offering, Joseph del Moral and his affiliates (“Mr. del Moral“) will exercise control and direction over less than 10% of the issued and outstanding Common Shares. Further details on Mr. del Moral’s holdings will be included in the corresponding early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, filed in connection with the Offering. Following such filing, Mr. del Moral will no longer file early warning reports in respect of his ownership of Common Shares, except as may be required by applicable law.
The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. The Common Shares may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the 1933 Act) pursuant to exemptions from the registration requirements under rule 144A of the 1933 Act and to “accredited investors” as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Bennett Jones LLP acted as legal advisors to Field Trip and Borden Ladner Gervais LLP acted as legal advisors to the Underwriters on the Offering.
About Field Trip Health Ltd.
Field Trip is the global leader in the development and delivery of psychedelic therapies. With our Field Trip Discovery division leading the development of the next generation of psychedelic molecules and conducting advanced research on plant-based psychedelics including psilocybin-producing fungi and our Field Trip Health division building centers for psychedelic therapies opening across North America and Europe along with the digital and technological tools that will enable massive scale, we help people from those in treatment to those seeking accelerated personal growth, with a simple, evidence-based way to heal and heighten engagement with the world.
Learn more at https://www.meetfieldtrip.com, https://www.fieldtriphealth.com and https://www.fieldtriphealth.nl.
Follow us on Twitter and Instagram: @fieldtriphealth
To receive company updates about Field Trip and to be added to the email distribution list please sign up here.
For further information, contact Ronan Levy, Executive Chairman and a Director at Field Trip, at 1 (833) 833-1967.
Cautionary Note Regarding Forward-Looking Information.
This release includes forward-looking information within the meaning of Canadian securities laws regarding Field Trip and its business, which may include, but are not limited to, statements relating to Field Trip’s intended use of proceeds from the Offering. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of Field Trip, and are based on assumptions and subject to risks and uncertainties. Although the management of Field Trip believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the COVID-19 epidemic, the medical clinic industry, market conditions, economic factors, management’s ability to manage and to operate the business and the equity markets generally. Although Field Trip has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Field Trip does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the Canadian Securities Exchange, nor its Regulation Services Provider, nor the OTC Markets have approved the contents of this release or accept responsibility for the adequacy or accuracy of this release.
Media contacts:
Rachel Moskowitz
Autumn Communications
202-276-7881
press@fieldtriphealth.com
Nick Opich / McKenna Miller
KCSA Strategic Communications
212-896-1206 / 347-487-619
press@fieldtriphealth.com
Investor contacts:
Elizabeth Barker
KCSA Strategic Communications
212-896-1203
ebarker@kcsa.com
SOURCE Field Trip Health Ltd.
This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.
About Ryan Allway
Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.
Search CannabisFN
Press Coverage
Psychedelics Index
Top Videos
The producers of O’ Cannabiz have decades of experience producing national-profile events and creating global connections between business communities in the arts, broadcasting, media and technology. They have organized trade summit initiatives with governments around the world. And they have worked closely with sponsors in all levels of Canadian government.
Alan Brochstein’s 420 Investor is the go-to community for investors to learn, explore, and profit from the marijuana companies. The main goal of 420 Investor is to provide real-time, objective information about the top marijuana companies in the market in order to help investors capitalize on cannabis.
Cansortium is a US Based, vertically integrated cannabis company with a global mission: deliver the highest standards of cannabis care from nursery to lab to shelf.
Chemesis International is a vertically integrated global leader in the cannabis industry, currently operating within Puerto Rico, and California.
Network Partners
About CFN Media Group
CFN Enterprises Inc. (OTCQB: CNFN) owns and operates CFN Media Group, the premier agency and financial media network reaching executives, entrepreneurs and consumers worldwide. Through its proprietary content creation, video library, and distribution via www.CannabisFN.com, CFN has built an extensive database of cannabis interest, assisting many of the world’s largest cannabis firms and CBD brands to build awareness and thrive. For more information, please visit www.cfnenterprisesinc.com.
Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.
Copyright © Accelerize Inc. · All Rights Reserved · Privacy Policy · Legal Disclaimer
