On May 11, 2022 Enveric Biosciences (NASDAQ: ENVB) ("Enveric" or the "Company"), a neuroscience-focused biotechnology company developing next-generation, psychedelic-inspired mental health medicines, reported plans to transfer and spin-off its cannabinoid clinical development pipeline assets to a wholly-owned subsidiary, Acanna Therapeutics Inc. ("Acanna"), by way of dividend to Enveric shareholders (Press release, Enveric Biosciences, MAY 11, 2022, View Source [SID1234614276]). The spin-off transaction will be subject to various conditions, including Acanna meeting the qualifications for listing on The Nasdaq Stock Market, and if successful, would result in two standalone public companies.
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Dr. Joseph Tucker, CEO of Enveric Biosciences, commented, "In these challenging markets, the Board and Management team have spent considerable time evaluating the best way to create additional value for all stakeholders – patients, shareholders, and employees. We believe it would be in the best interest of our shareholders to spin-off 100% equity ownership of our cannabinoid clinical development pipeline. Upon completion of the proposed transaction, each resulting public company would be able to focus all its resources on the development of its respective pipeline assets, enabling, we anticipate, greater opportunity for product development success."
Acanna has secured an initial $1MM from an investor in a Series A Convertible Preferred Stock and Warrant financing. Under the terms of the investment, Acanna will, subject to certain other conditions, receive an additional $4MM upon completion of the spin-off into an independent, separately traded public company listed on The Nasdaq Stock Market. Following the spin-off and the investment of an aggregate of $5MM, that investor is expected to hold 25% of Acanna and warrants to acquire additional shares. Palladium Capital Group acted as a financial advisor to Enveric. Please see the Current Report on Form 8-K filed by Enveric on May 11, 2022, for further details.
Dr. Tucker continued, "For Enveric and Acanna, this spin-off transaction would allow each company to commit 100% of its efforts and capabilities towards developing its respective drug candidate portfolio. For Enveric, going forward, we intend to focus on mental health. We believe that Enveric’s achievements in the last year, including preparations for a clinical trial, positive preclinical data, and ongoing expansion of our drug candidate portfolio, the Psybrary, position us well for the future."
Strategic Rationale for Spinoff
The Company believes that spinning off the cannabinoid assets will allow Enveric and Acanna to maximize long-term value for all stakeholders. Following the proposed transaction, both Enveric and Acanna intend to:
Have separate, focused management teams with the knowledge and skills to deploy appropriate strategies and meet the unique requirements for each company’s operations.
Allocate capital more efficiently and strategically to develop their respective assets further.
Provide unique investment characteristics of interest to the capital markets.