PharmaDrug announced that it has entered into a definitive agreement dated October 27, 2023 pursuant to which PharmaDrug will acquire all of the issued and outstanding shares of privately held Securedose Synthetics to be effected by way of a three cornered amalgamation between Pharmadrug, SecureDose and a wholly owned subsidiary of PharmaDrug.
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Following completion of the Proposed Transaction SecureDose will become a wholly owned subsidiary of PharmaDrug.
SecureDose is a private Pharmaceutical Research and Development company focused on the development of synthetic formulations of currently existing drugs for potential commercialization and distribution.
SecureDose currently has $750,000 CAD in cash and no debt outstanding. The Company decided to acquire SecureDose in order to complement its current focus by adding the capability to develop its own formulations that could potentially reach commercialization in a shorter time frame than traditional full cycle biotech programs.
Pursuant to the terms of the Acquisition Agreement, each issued and outstanding share of SecureDose will be exchanged for one common share in the capital of the Company.
It is expected that at the time of the closing of the Proposed Transaction, SecureDose will have 31,500,000 SecureDose Shares issued and outstanding together with 7,500,000 common share purchase warrants and 525,100 finder warrants.
The SecureDose Warrants will entitle the holders thereof to acquire one SecureDose Share at a price of $0.10 at any time on or before the September 22, 2025 and the Finder Warrants will entitle the holder thereof to acquire one SecureDose Share at a price of $0.10 at any time on or before September 22, 2025 and Each SecureDose Warrant and Finder Warrant will, following completion of the Proposed Transaction, entitle the holder thereof to acquire PharmaDrug Shares in place of SecureDose Shares.
Prior to the completion of the Proposed Transaction Pharmadrug will have 51,383,487 PharmaDrug Shares outstanding and after the completion of the Proposed Transaction it will have 82,883,487 PharmaDrug Shares outstanding.
Following completion of the Proposed Transaction the security holders of SecureDose immediately preceding the Proposed Transaction will hold approximately 38% of the outstanding PharmaDrug Shares 43% on a partially diluted basis, giving effect to the conversion of the SecureDose Warrants and Finder Warrants.
The Proposed Transaction will not result in a change of control of Pharmadrug.
It is expected that all PharmaDrug Shares including PharmaDrug Shares issued upon conversion of SecureDose Warrants and the Finder Warrants issued pursuant to the Proposed Transaction, except those issued to U.S. persons, will be freely tradable under applicable Canadian securities legislation. ■