FILAMENT HEALTH SIGNS NON-BINDING TERM SHEET FOR CONVERTIBLE NOTE IN CONNECTION WITH PLANNED BUSINESS COMBINATION

VANCOUVER, BC, Nov. 23, 2023 /CNW/ – Filament Well being Corp. (OTCQB: FLHLF) (NEO: FH) (FSE: 7QS) (“Filament” or the “Firm”), a scientific–stage pure psychedelic drug improvement firm, at present introduced that the Firm has signed a non-binding time period sheet (the “Time period Sheet”) offering for as much as US$14.4 million in funding by way of a convertible observe (the “Financing”) with an affiliate of Helena Companions Inc., a Cayman-Islands based mostly advisor and investor (“Helena”).

Filament Health Logo (CNW Group/Filament Health Corp.)

Filament Well being Brand (CNW Group/Filament Well being Corp.)

The Financing is anticipated to shut in December 2023, concurrent with the closing of the beforehand introduced enterprise mixture amongst Filament, Jupiter Acquisition Company (NASDAQ:JAQC) (“Jupiter”), a particular goal acquisition firm, and 1427702 B.C. Ltd. (“TopCo”) (such enterprise mixture, the “Proposed Enterprise Mixture”).

Benjamin Lightburn, Filament CEO and Chairman shared, “The Firm is happy to announce this time period sheet with Helena Companions. The execution of a financing with Helena will present Filament with vital capital to fund our operations, advance our drug improvement program, and contribute to money on the closing of the Proposed Enterprise Mixture. We consider that the Financing represents an necessary de-risking milestone for executing the Proposed Enterprise Mixture and our anticipated itemizing on Nasdaq. We’re grateful to the groups at each Helena Companions and Jupiter for his or her efforts to facilitate this partnership, and we sit up for future developments collectively.”

Jeremy Weech, Helena Managing Companion, expressed, “We’re proud to accomplice with Filament, a pacesetter within the psychedelic area. This strategic financing is poised to propel Filament’s scientific improvements, offering the sources important to advance their drug improvement pipeline. We additionally count on this financing to strengthen Filament’s steadiness sheet in anticipation of their anticipated Nasdaq itemizing upon the conclusion of their Proposed Enterprise Mixture.”

The Firm expects to offer extra particulars relating to the Financing if and when definitive documentation associated to the convertible observe is executed. Completion of the Financing is topic to, amongst different issues, the completion of due diligence, the negotiation of definitive agreements offering for the financing, and the satisfaction of the circumstances negotiated therein, together with approval of the boards of each corporations, in addition to regulatory approvals. Accordingly, there might be no assurance that the events will efficiently negotiate and enter right into a definitive settlement for the Financing, or that the Financing shall be consummated on the phrases or timeframe presently contemplated, or in any respect.

For added particulars relating to the Proposed Enterprise Mixture, please see the sources described beneath beneath the heading, “Essential Info In regards to the Proposed Enterprise Mixture and The place to Discover It.”

ABOUT FILAMENT HEALTH CORP (OTCQB:FLHLF) (NEO:FH) (FSE:7QS)

Filament Well being is a clinical-stage pure psychedelic drug improvement firm. We consider that protected, standardized, naturally-derived psychedelic medicines can enhance the lives of many, and our mission is to see them within the arms of everybody who wants them as quickly as attainable. Filament’s platform of proprietary mental property allows the invention, improvement, and supply of pure psychedelic medicines. We’re paving the best way with what we consider to be the first-ever pure psychedelic drug candidates.

Be taught extra at www.filament.well being and on TwitterInstagram and LinkedIn.

ABOUT HELENA PARTNERS INC.

Helena Companions Inc. is a Cayman Islands-based funding car centered on offering listed corporations all over the world with development capital. Helena invests throughout the capital stack within the type of debt, fairness, and equity-linked structured investments.

FORWARD LOOKING INFORMATION

Sure statements and data contained herein could represent “ahead–trying statements” and “ahead–trying data,” respectively, beneath Canadian securities laws. Usually, ahead–trying data might be recognized by means of ahead–trying terminology comparable to, “count on”, “anticipate”, “proceed”, “estimate”, “could”, “will”, “ought to”, “consider”, “intends”, “forecast”, “plans”, “steerage” and related expressions are meant to establish ahead–trying statements or data. Ahead-looking statements herein embody, however will not be restricted to, statements relating to: completion of the Financing and the Proposed Enterprise Mixture; the phrases of the Financing; and the usage of proceeds of the Financing. The ahead–trying statements will not be historic info, however mirror the present expectations of administration of Filament relating to future outcomes or occasions and are based mostly on data presently accessible to them. Sure materials elements and assumptions have been utilized in offering these ahead–trying statements. Ahead–trying statements relating to the Firm are based mostly on the Firm’s estimates and are topic to identified and unknown dangers, uncertainties and different elements which will trigger the precise outcomes, ranges of exercise, efficiency or achievements of Filament to be materially totally different from these expressed or implied by such ahead–trying statements or ahead–trying data, together with dangers related to acquiring securityholder approval of the Proposed Enterprise Mixture, dangers related to acquiring regulatory approval of the Financing and dangers related to completion of the Financing and the Proposed Enterprise Mixture, together with dangers related to opposed market circumstances. There might be no assurance that such statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers mustn’t place undue reliance on ahead–trying statements and ahead–trying data. Filament is not going to replace any ahead–trying statements or ahead–trying data which are integrated by reference herein, besides as required by relevant securities legal guidelines.

Essential Info In regards to the Proposed Enterprise Mixture and The place to Discover It

This communication pertains to the proposed enterprise mixture between Jupiter Acquisition Company, a Delaware company (“Jupiter”), and Filament Well being Corp., a company organized beneath the legal guidelines of British Columbia (“Filament”), and could also be deemed to be solicitation materials in respect of the Proposed Enterprise Mixture. The Proposed Enterprise Mixture shall be submitted to Jupiter’s stockholders for his or her consideration and approval. 1427702 B.C. Ltd., a company organized beneath the legal guidelines of British Columbia (“TopCo”), has filed a registration assertion on Type F-4 (File No. 333-273972) and amendments and dietary supplements thereto (the “Registration Assertion”) with the U.S. Securities and Trade Fee (the “SEC”), which accommodates a preliminary proxy assertion/prospectus that constitutes (i) a preliminary proxy assertion in reference to Jupiter’s solicitation of proxies for the vote by Jupiter’s stockholders to approve the Proposed Enterprise Mixture and different issues as described within the Registration Assertion and (ii) a preliminary prospectus regarding the supply of TopCo securities to be issued within the Proposed Enterprise Mixture. The Registration Assertion was declared efficient by the SEC on November 13, 2023, and TopCo and Jupiter filed the definitive proxy assertion/prospectus with the SEC on that very same date. Jupiter and TopCo additionally intend to file different related paperwork with the SEC and, within the case of Filament and TopCo, with the relevant Canadian securities regulatory authorities, relating to the Proposed Enterprise Mixture. On November 13, 2023, after the Registration Assertion was declared efficient, Jupiter commenced the mailing of the definitive proxy assertion/prospectus and different related paperwork to its stockholders as of the file date established for voting on the Proposed Enterprise Mixture. The Proposed Enterprise Mixture may even be submitted to the securityholders of Filament for his or her consideration and approval. JUPITER’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH JUPITER’S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE PROPOSED BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT JUPITER, FILAMENT, TOPCO AND THE PROPOSED BUSINESS COMBINATION.

Jupiter’s stockholders and different events can also receive a replica of the Registration Assertion, the preliminary proxy assertion/prospectus, any amendments or dietary supplements thereto, and the definitive proxy assertion/prospectus, in addition to different paperwork filed with the SEC relating to the Enterprise Mixture and different paperwork filed with the SEC by Jupiter, with out cost, on the SEC’s web site situated at www.sec.gov, or by directing a request to: Jupiter Acquisition Company, 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455. Because the Registration Assertion accommodates sure details about Filament, the Registration Assertion has additionally been made accessible beneath Filament’s profile on SEDAR at www.sedar.com.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Ahead-Trying Statements

This communication consists of “forward-looking statements” throughout the which means of the “protected harbor” provisions of america Personal Securities Litigation Reform Act of 1995 and forward-looking data throughout the which means of relevant Canadian securities legal guidelines. Ahead-looking statements could also be recognized by means of phrases comparable to “estimate,” “plan,” “mission,” “forecast,” “intend,” “will,” “count on,” “anticipate,” “consider,” “might,” “proceed,” “could,” “may,” “outlook,” “attainable,” “potential,” “predict,” “scheduled,” “ought to,” “would.” “search,” “goal” or different related expressions that predict or point out future occasions or traits or that aren’t statements of historic issues, however the absence of those phrases doesn’t imply {that a} assertion will not be forward-looking. Usually, statements that aren’t historic info, together with statements regarding attainable or assumed future actions, enterprise methods, occasions or outcomes of operations, and any statements that check with projections, forecasts or different characterizations of future occasions or circumstances, together with any underlying assumptions, are forward-looking statements. These statements are based mostly on numerous assumptions, whether or not or not recognized on this communication, and on the present beliefs and expectations of Filament’s, TopCo’s and Jupiter’s administration and will not be predictions of precise efficiency. These forward-looking statements are supplied for illustrative functions solely and will not be meant to function and should not be relied on by any investor as a assure, an assurance, a prediction, or a definitive assertion of truth or chance. Though Filament, TopCo and Jupiter consider that their respective plans, intentions, and expectations mirrored in or recommended by these forward-looking statements are affordable, none of Filament, TopCo or Jupiter can guarantee you that any of them will obtain or notice these plans, intentions, or expectations. Precise occasions and circumstances are tough or inconceivable to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of Filament, TopCo and Jupiter. These forward-looking statements are topic to numerous dangers and uncertainties, together with (i) the prevalence of any occasion, change or different circumstances that would give rise to the termination of the Proposed Enterprise Mixture; (ii) the failure of both Jupiter or Filament previous to the Proposed Enterprise Mixture, or TopCo after the Proposed Enterprise Mixture, to execute their enterprise technique; (iii) the end result of any authorized proceedings which may be instituted in opposition to Filament, TopCo or Jupiter or others following the announcement of the Proposed Enterprise Mixture; (iv) the lack to finish the Proposed Enterprise Mixture because of the failure to acquire any mandatory interim order or different required court docket orders in respect of Filament’s statutory plan of association beneath the Enterprise Firms Act (British Columbia) with respect to the Proposed Enterprise Mixture or the failure to acquire the approval of Filament’s shareholders or Jupiter’s stockholders or to fulfill different circumstances to closing; (v) adjustments to the proposed construction of the Proposed Enterprise Mixture which may be required or acceptable on account of relevant legal guidelines or rules or as a situation to acquiring regulatory approval of the Proposed Enterprise Mixture; (vi) the power to fulfill inventory trade itemizing requirements previous to and following the consummation of the Proposed Enterprise Mixture; (vii) the chance that the Proposed Enterprise Mixture disrupts present plans and operations of Filament on account of the announcement and consummation of the Proposed Enterprise Mixture; (viii) the power to acknowledge the anticipated advantages of the Proposed Enterprise Mixture, which can be affected by, amongst different issues, competitors and the power of TopCo to develop and handle development profitably, keep relationships with prospects and retain its administration and key workers; (ix) prices associated to the Proposed Enterprise Mixture; * failure to adjust to and keep abreast of adjustments in legal guidelines or rules relevant to Filament’s enterprise, together with well being and security rules and insurance policies; (xi) Filament’s estimates of bills and profitability and underlying assumptions with respect to redemptions by Jupiter’s stockholders and buy value and different changes; (xii) any downturn or volatility in financial or enterprise circumstances; (xiii) the consequences of COVID-19 or different epidemics or pandemics; (xiv) adjustments within the aggressive atmosphere affecting Filament or its prospects, together with Filament’s incapability to introduce, or receive regulatory approval for, new merchandise; (xv) the failure to acquire extra capital on acceptable phrases; (xvi) the influence of pricing strain and erosion; (xvii) failures or delays in Filament’s provide chain; (xviii) Filament’s potential to guard its mental property and keep away from infringement by others, or claims of infringement in opposition to Filament; (xix) the chance that Filament, TopCo or Jupiter could also be adversely affected by different financial, enterprise and/or aggressive elements; (xx) the failure of Filament or TopCo to reply to fluctuations in international foreign money trade charges; and (xxi) Filament’s estimates of its monetary efficiency; and people elements mentioned in paperwork of Jupiter or TopCo filed, or to be filed, with the SEC. If any of those dangers materialize or any assumptions show incorrect, precise outcomes might differ materially from the outcomes implied by these forward-looking statements. There could also be extra dangers that none of Filament, TopCo or Jupiter presently is aware of or that Filament, TopCo and Jupiter presently consider are immaterial that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements mirror Filament’s, TopCo’s and Jupiter’s expectations, plans, or forecasts of future occasions and views as of the date of this communication. Filament, TopCo and Jupiter anticipate that subsequent occasions and developments will trigger Filament’s, TopCo’s and Jupiter’s assessments to vary. Nevertheless, whereas Filament, TopCo and Jupiter could elect to replace these forward-looking statements sooner or later sooner or later, Filament, TopCo and Jupiter particularly disclaim any obligation to take action. These forward-looking statements shouldn’t be relied upon as representing Filament’s, TopCo’s or Jupiter’s assessments as of any date after the date of this communication. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.

No Supply or Solicitation

This communication doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction through which such supply, solicitation, or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from the Securities Act. In Canada, no providing of securities shall be made besides by the use of a prospectus in accordance with the necessities of relevant Canadian securities legal guidelines or an exemption therefrom. This communication will not be, and on no account is it to be construed as, a prospectus, providing memorandum, an commercial or a public providing in any province or territory of Canada. In Canada, no prospectus has been filed with any securities fee or related regulatory authority in respect of any of the securities referred to herein.

Individuals in Solicitation

Jupiter, Filament, TopCo, and sure of their respective administrators, govt officers, and different members of administration and workers could, beneath SEC guidelines, be deemed to be contributors within the solicitations of proxies from Jupiter’s stockholders in reference to the Proposed Enterprise Mixture. Info relating to Jupiter’s administrators and govt officers is on the market in its Annual Report on Type 10-Ok for the fiscal 12 months ended December 31, 2022, which was filed with the SEC on March 10, 2023. Info relating to the individuals who could, beneath SEC guidelines, be deemed contributors within the solicitation of proxies from Jupiter’s stockholders in reference to the Proposed Enterprise Mixture is ready forth within the Registration Assertion, and the preliminary proxy assertion/prospectus included therein, and the definitive proxy assertion/prospectus. Further data relating to the contributors within the proxy solicitation and an outline of their direct and oblique pursuits is included within the Registration Assertion, and the preliminary proxy assertion/prospectus included therein, and is included within the definitive proxy assertion/prospectus. Jupiter’s stockholders, potential buyers, and different individuals ought to rigorously learn the Registration Assertion, the preliminary proxy assertion/prospectus, any amendments or dietary supplements thereto, the definitive proxy assertion/prospectus, and associated paperwork filed with the SEC, earlier than making any voting or funding selections. These paperwork, as soon as accessible, might be obtained freed from cost from the sources indicated above.

No Assurances

There might be no assurance that the Proposed Enterprise Mixture shall be accomplished, nor can there be any assurance, if the Proposed Enterprise Mixture is accomplished, that the potential advantages of the Proposed Enterprise Mixture shall be realized.

SOURCE Filament Well being Corp.

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