PharmaDrug Announces LOI to Acquire Sairiyo Therapeutics Inc.
January 12th, 2021
PharmaDrug Inc. (CSE: BUZZ) (OTC Pink: LMLLF) (“PharmaDrug“), a specialty pharmaceutical company focused on the development and commercialization of controlled-substances and natural medicines such as psychedelics, cannabis and naturally-derived approved drugs, is pleased to announce that it has entered into a binding letter of intent (the “LOI“), dated January 11, 2021, to acquire Sairiyo Therapeutics Inc. (“Sairiyo“) (the “Acquisition“).
Sairiyo is a biotechnology company focused on repurposing and developing improved formulations of naturally derived compounds for serious, rare, and life-threatening diseases with the aim to obtain European Medicines Evaluation Agency and U.S. Food and Drug Administration (“FDA“) approval.
Sairiyo is advancing the clinical development of its lead drug candidate, Cepharanthine, a repurposed and reformulated naturally-derived compound for the potential treatment of cancer, neurological, inflammatory and infectious diseases. Cepharanthine is a natural product and an approved drug used for more than 70 years in Japan to treat a variety of acute and chronic diseases. In clinical research, Cepharanthine exhibits multiple pharmacological properties including anti-oxidative, anti-inflammatory, immuno-regulatory, anti-cancer, anti-viral and anti-parasitic properties.1 Sairiyo has an exclusive license from a research and development organization to develop and commercialize reformulated Cepharanthine for all diseases and exclusive rights to the patent, method of manufacturing, clinical supply, pre-clinical data and know-how to support FDA clinical trials. Sairiyo has applied for FDA orphan drug designation of Cepharanthine in certain cancer indications and is also leveraging its expertise in drug discovery by evaluating novel uses of psychedelic and cannabinoid compounds for unmet medical needs.
“The proposed acquisition of Sairiyo Therapeutics builds on our foundation of developing and commercializing controlled substances and naturally-derived medicines in Europe while expanding our opportunities with an FDA focused strategy and leveraging Sairiyo’s expertise in the discovery and development of novel uses and reformations of naturally-derived compounds for significant clinical unmet needs, thus paving the way for PharmaDrug to become a fully-integrated specialty pharmaceutical company,” said Daniel Cohen, Chairman and CEO of PharmaDrug.
Under the terms of the LOI, PharmaDrug proposes to acquire all of the issued and outstanding shares of Sairiyo in consideration for the issuance of an aggregate of 75,000,000 units of PharmaDrug (“Units“). Each Unit will be comprised of one common share of PharmaDrug and one common share purchase warrant (a “Warrant“) of PharmaDrug. Each Warrant will entitle the holder thereof to acquire one common share in the capital of PharmaDrug at any time on or before the 18 month anniversary of the issuance of the Warrants at an exercise price of $0.10 per share. Following completion of the transaction Sairiyo will be a wholly-owned subsidiary of the Company.
Completion of the transaction is subject to customary closing conditions, including completion of due diligence, negotiation of definitive agreements and receipt of all necessary approvals. If such conditions are not satisfied it is possible that the proposed transaction will not be completed on the terms set forth herein or at all. The parties anticipate completing the definitive agreements within the next 30 days, and anticipate that the transaction will be completed in the first quarter of 2021.
About PharmaDrug Inc.
PharmaDrug Inc. is building an international controlled substance and natural medicine company with a focus on Europe. The Company owns 80% of PharmaDrug GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU. The Company also owns 100% of Super Smart, an early-stage retail company focused on consolidating the fragmented Dutch smartshop market. Smartshops are retail establishments in The Netherlands that specialize in the sale of psychoactive substances including psychedelic truffles.
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