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Enveric Biosciences enters definitive agreement for an all-stock transaction to acquire MagicMed Industries

Once closing is complete, Magic Med CEO Dr Joseph Tucker will be appointed chief executive officer of the enlarged company and David Johnson, chairman and CEO of Enveric will be appointed executive chairman

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The acquisition of MagicMed will expand and complement Enveric’s current pipeline of naturally occurring compounds, which is primarily focused on cannabinoids, to now include a robust portfolio of psychedelic-derived molecules

Enveric Biosciences Inc. (NASDAQ:ENVB) said it has entered into a definitive agreement for an all-stock transaction to acquire MagicMed Industries Inc., a privately-held biotechnology company focused on creating a library of novel derivative psychedelic molecules such as psilocybin, N,N-dimethyltryptamine (DMT) and other molecular derivatives with applications across multiple indications.

The company said the acquisition of MagicMed will expand and complement Enveric’s current pipeline of naturally occurring compounds, which is primarily focused on cannabinoids, to now include a robust portfolio of psychedelic-derived molecules. 

Once closing is complete, Magic Med CEO, Dr Joseph Tucker will be appointed chief executive officer of the enlarged company and David Johnson, chairman and CEO of Enveric, will be appointed executive chairman.

READ: MagicMed Industries provides shareholder update as it launches new website

“Our proposed acquisition of MagicMed underscores the core fundamental mission of Enveric to form a drug discovery and clinical-stage biotechnology company with a focus on bringing forward nature originated therapies to improve the standard of care and serve unmet needs in oncology and CNS indications," Johnson said in a statement. 

“Psychedelics and cannabinoids, in our opinion, have extensive patient benefits for the mind and body. We welcome MagicMed’s world-class research and development team led by Dr. Joseph Tucker, who not only have experience in psychedelic drug discovery, but also research experience in cannabinoids, as well. Patients who are currently being treated for cancer or are in remission are forced to face debilitating physical and mental side effects with very few treatment options available to alleviate their pain. PTSD, for example, is a significant unmet need for this patient population. Together, with the MagicMed team, following the closing of the acquisition, we plan to commence the discovery and development of psychedelics-derived therapies.”

Dr Tucker commented: “Our mission at MagicMed has always been focused on unlocking the full potential of psychedelic-derived medicines for the treatment of neurological and psychological indications.

“Complementing our R&D capabilities, working together with Enveric will allow us to leverage the company’s clinical team, all of whom are focused on advancing our extensive pipeline of molecules through the clinic to help serve the millions of patients who are suffering with mental health issues around the globe. Through this acquisition - in the best interest of each of our respective teams - we have bolstered our pipeline, bringing together a seasoned team of experts with the leadership skills and knowledge that is crucial to creating a platform that aims to address large unmet total addressable markets (TAM).”

Dr Tucker is a seasoned executive who has built several publicly traded biotechnology companies. He was a founder and chief executive officer of Stem Cell Therapeutics, which was acquired by Trillium Therapeutics in 2013. He has also held the position of co-founder and CEO of Epimeron Inc., a University of Calgary start-up acquired in the creation of Willow Biosciences Inc. At Willow, he served as executive chairman and COO. Prior to founding these companies, Dr Tucker was a healthcare analyst with two investment banks and has also worked in technology commercialization for a university technology transfer office.

Through its extensive R&D capabilities at the state-of-the-art facility at the University of Calgary, MagicMed has focused on the discovery and early development of novel drug candidates, structurally related to psychedelics with vastly improved pharmaceutical characteristics and commercial potential for the treatment of neurological and psychological indications. 

The Psybrary is MagicMed’s library of novel psychedelic derivatives developed through the combination of synthetic biology and traditional chemistry techniques. MagicMed has 13 patent applications filed for derivatives of psilocybin and DMT, 2 patent applications filed for derivatives of mescaline and MDMA with further intellectual property protection for mescaline, MDMA, ibogaine and LSD in process.

Enveric intends to continue to develop patient-centric support care therapies in oncology and central nervous system (CNS) indications. Upon closing, Enveric intends to commence drug discovery and development for the treatment of cancer-related Post Traumatic Stress Disorder (PTSD) patients who are currently in treatment for cancer and those who are in remission. It is anticipated that the PTSD drug development program holds the potential to be expanded in the future beyond cancer-related applications to include other patient populations, such as military veterans.

Transaction details

The transaction is structured as an amalgamation under the Business Corporations Act (British Columbia). At the closing, a recently formed subsidiary of Enveric will amalgamate with MagicMed, with the resulting corporation being an indirect wholly-owned subsidiary of Enveric. 

Under the terms of the amalgamation agreement and other related agreements, Enveric will issue the shareholders of MagicMed an aggregate of 9,946,969 shares of common stock of Enveric, as well as warrants, options, and restricted stock units to acquire an additional 9,039,882 shares of common stock of Enveric. 

Current Enveric shareholders will own approximately 63.4% of the combined company’s common stock, as calculated on a fully diluted basis, and current MagicMed shareholders will own approximately 36.6% of
the combined company’s common stock, as calculated on a fully diluted basis. 

The agreement is subject to customary closing conditions and the approval of Enveric’s and MagicMed’s shareholders and is expected to close during the second half of 2021. Additionally, as part of the closing of the transaction, Enveric will receive approximately C$4 million in cash from the MagicMed Treasury.

Johnson and Dr Tucker will host a conference call to discuss the transaction on Monday, May 24. 2021, at 8.30am ET. Dial-in details are: Toll-Free Dial-In Number: 1-877-705-6003; International Dial-In Number: 1-201-493-6725; Conference ID: 13720013; Webcast Link: https://www.enveric.com/investors/events/. A telephone replay will be available through Monday, June 7, 2021. To access the replay, investors can dial 1-844-512-2921 (domestic) or 1-412-317-6617 (international). At the system prompt, please enter the code 13720013 followed by the # sign.

Enveric Biosciences is a patient-first biotechnology company developing rigorously tested, novel cannabinoid medicines to improve quality of life for cancer patients. Initial indications include radiodermatitis, a common and often severe side effect of radiation therapy, and chemotherapy-induced
neuropathy. 

MagicMed Industries intends to partner with pharmaceutical and other companies to develop and commercialize psychedelic-derived pharmaceutical candidates.  MagicMed’s psychedelic derivatives library, the Psybrary, is anticipated to be an essential building block from which industry can develop new patented products. The initial focus of the Psybrary is on psilocybin and DMT derivatives, and it is then expected to be expanded to other psychedelics such as MDMA, LSD, mescaline, and ibogaine.

Contact the author at jon.hopkins@proactiveinvestors.com

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