Financing led by psychedelic investment fund Negev Capital and leading functional mushroom manufacturer Nammex
VANCOUVER, BC, July 13, 2022 /CNW/ – Filament Health Corp. (OTCQB: FLHLF) (NEO: FH) (FSE: 7QS) (“Filament” or the “Company”), a clinical-stage natural psychedelic drug development company, is pleased to announce that, further to its news release dated June 30, 2022, the Company has completed its previously announced non-brokered private placement for gross proceeds of C$2,500,080 (the “Offering”).
The Offering included a non-brokered private placement of 1,250 convertible debenture units of the Company (the “Convertible Debenture Units”) at a price of $1,000 per Convertible Debenture Unit for gross proceeds of $1,250,000 (the “Convertible Debenture Unit Financing”) and a non-brokered private placement of 9,616,000 units (the “Units”) at a price of $0.13 per Unit for gross proceeds of $1,250,080 (the “Unit Financing”).
The Unit Financing was led by Nammex, a company specialized in the development and manufacture of functional mushroom extract powders and the premier supplier of organically certified mushroom extracts for the health and wellness industry.
Each Unit consisted of one Common Share and one common share purchase warrant (the “Warrants”) of the Company with each Warrant entitling the holder thereof to purchase one additional Common Share at an exercise price of $0.30 for a period of 36 months from the date of issuance. The Unit Financing investors have agreed to sign a voluntary lock-up for all of the common shares for a period of 12 months.
Convertible Debenture Unit Financing
Negev Capital, a psychedelic medical intervention investment fund that has made 20 investments to date, was the sole investor in the Convertible Debenture Unit Financing. The Company has also agreed to nominate a member of Negev Capital to Filament’s Board of Directors, within 30 days post-closing.
Each Convertible Debentures Unit consisted of a $1,000 principal amount of unsecured convertible debentures (the “Convertible Debentures”) and 6,667 warrants (the “Convertible Debenture Warrants”) of the Company with each Convertible Debenture Warrant entitling the holder thereof to purchase one additional Common Share at an exercise price of $0.30 for a period of 36 months form the date of issuance, subject to adjustment in certain events. Each Convertible Debenture is convertible into Common Shares at a conversion price of $0.15 per Common Share.
Negev Capital signed a voluntary lock-up agreement, consistent with the founders of Filament, for a period of 24 months, subject to certain exceptions.
The offered securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold to, or for the account or benefit of, any person in the United States or any “U.S person”, as such term is defined in Regulation S under the Securities Act, absent registration or an applicable exemption from registration requirements. Offers and sales in the United States will be limited to institutional accredited investors. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
ABOUT FILAMENT HEALTH (OTCQB:FLHLF) (NEO:FH) (FSE:7QS)
Filament Health is a clinical-stage natural psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and our mission is to see them in the hands of everyone who needs them as soon as possible. Filament’s platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines for clinical development. We are paving the way with the first-ever natural psychedelic drug candidates.
FORWARD LOOKING INFORMATION
Certain statements and information contained herein may constitute “forward-looking statements” and “forward-looking information,” respectively, under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward-looking statements or information. Forward-looking statements herein include, but are not limited to, statements regarding the conversion of the Convertible Debentures; the exercise of the Warrants and Convertible Debenture Warrants; and the nomination of a director to Filament’s board. The forward-looking statements are not historical facts, but reflect the current expectations of management of Filament regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Filament to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including completion of the Offering. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Filament will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
SOURCE Filament Health Corp.