FILAMENT HEALTH CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT UNIT OFFERING LED BY NEGEV CAPITAL – Filament Health (OTC:FLHLF)


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VANCOUVER, BC , Sept. 29, 2023 /CNW/ – Filament Well being Corp. (OTCQB: FLHLF) (NEO: FH) (FSE:7QS) (“Filament” or the “Firm“), a scientific‐stage pure psychedelic drug improvement firm, immediately introduced that it intends to finish, topic to regulatory approval, a non-brokered personal placement for gross proceeds of as much as C$2,000,000 (the “Providing“). Negev Capital, a number one enterprise fund within the psychedelic drug improvement house, will lead the Providing.

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“We’re thrilled to strengthen our ongoing dedication to Filament Well being, a pioneering entity within the psychedelic area,” stated Ken Belotsky, Accomplice at Negev Capital. “Filament is strategically positioned, leveraging a groundbreaking botanical drug improvement platform and holding industry-leading mental property. Their meticulous deal with combating substance use issues represents a major alternative for significant developments and worth creation on this house.”

“We’re grateful for Negev’s ongoing assist and sit up for persevering with to construct our partnership,” stated Benjamin Lightburn, Chief Govt Officer and Co‐Founder at Filament.

Filament intends to boost as much as C$2,000,000, topic to elevating a minimal of C$1,000,000. The Providing is a non-brokered personal placement of as much as 13,333,333 items (the “Items“), topic to a minimal of 6,666,667 Items, at a worth of C$0.15 per Unit (the “Concern Value“), or different worth permitted by the NEO Change. Every Unit will consist of 1 frequent share of the Firm (a “Frequent Share“) and one frequent share buy warrant (the “Warrants“). Every Warrant can be exercisable to amass one Frequent Share for a interval of 36 months following the deadline of the Providing at an train worth of C$0.20, representing a 33% premium to the Concern Value, or different quantity permitted by the NEO Change.

Negev Capital, a psychedelic medical intervention funding fund that has remodeled 25 investments so far, is the lead investor of the Providing. Internet proceeds from the Providing are anticipated for use to advance the Firm’s Part 2 methamphetamine use dysfunction scientific trial which has already acquired FDA approval, in addition to different basic company functions.

The Providing is topic to the approval of the NEO Change and the securities issued thereunder can be topic to a 4 month maintain interval underneath securities legal guidelines. The securities provided within the Providing haven’t been, nor will they be, registered underneath the Securities Act, or any state securities legal guidelines, and will not be provided or offered to, or for the account or advantage of, any individual in the USA or any “U.S individual”, as such time period is outlined in Regulation S underneath the Securities Act, absent registration or an relevant exemption from registration necessities. This press launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase nor shall there be any sale of the securities in any state wherein such supply, solicitation or sale could be illegal.

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 secure, standardized, naturally-derived psychedelic medicines can enhance the lives of many, and our mission is to see them within the fingers of everybody who wants them as quickly as doable. Filament’s platform of proprietary mental property allows the invention, improvement, and supply of pure psychedelic medicines. We’re paving the way in which with what we consider to be the first-ever pure psychedelic drug candidates.

Study extra at www.filament.well being and on Twitter, Instagram and LinkedIn.

FORWARD LOOKING INFORMATION

Sure statements and knowledge contained herein could represent “ahead‐trying statements” and “ahead‐trying data,” respectively, underneath Canadian securities laws. Usually, ahead‐trying data may be recognized by way of ahead‐trying terminology resembling, “count on”, “anticipate”, “proceed”, “estimate”, “could”, “will”, “ought to”, “consider”, “intends”, “forecast”, “plans”, “steering” and comparable expressions are supposed to establish ahead‐trying statements or data. Ahead-looking statements herein embrace, however should not restricted to, statements concerning the completion of the Providing; the phrases of the Providing; the phrases of the Warrants; and the usage of web proceeds of the Providing. The ahead‐trying statements should not historic information, however mirror the present expectations of administration of Filament concerning future outcomes or occasions and are based mostly on data at the moment out there to them. Sure materials components and assumptions have been utilized in offering these ahead‐trying statements. Ahead‐trying statements concerning the Firm are based mostly on the Firm’s estimates and are topic to identified and unknown dangers, uncertainties and different components that will trigger the precise outcomes, ranges of exercise, efficiency or achievements of Filament to be materially completely different from these expressed or implied by such ahead‐trying statements or ahead‐trying data, together with standing of patent purposes and the power to safe patents. There may be no assurance that such statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’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 might be included by reference herein, besides as required by relevant securities legal guidelines.


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Necessary Data In regards to the Proposed Enterprise Mixture and The place to Discover It

This communication could relate to the proposed enterprise mixture (the “Proposed Enterprise Mixture”) between Jupiter Acquisition Company, a Delaware company (“Jupiter”), and Filament Well being Corp., a company organized underneath 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 can be submitted to Jupiter’s stockholders for his or her consideration and approval. 1427702 B.C. Ltd., a company organized underneath 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 Change 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. 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, concerning the Proposed Enterprise Mixture. After the Registration Assertion has been declared efficient, Jupiter will mail 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 will 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, ONCE AVAILABLE, 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 duplicate of the Registration Assertion, the preliminary proxy assertion/prospectus, any amendments or dietary supplements thereto and, as soon as out there, the definitive proxy assertion/prospectus, in addition to different paperwork filed with the SEC concerning the Proposed Enterprise Mixture and different paperwork filed with the SEC by Jupiter, with out cost, on the SEC’s web site positioned 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 out there underneath 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” inside the which means of the “secure harbor” provisions of the USA Non-public Securities Litigation Reform Act of 1995 and forward-looking data inside the which means of relevant Canadian securities legal guidelines. Ahead-looking statements could also be recognized by way of phrases resembling “estimate,” “plan,” “venture,” “forecast,” “intend,” “will,” “count on,” “anticipate,” “consider,” “may,” “proceed,” “could,” “would possibly,” “outlook,” “doable,” “potential,” “predict,” “scheduled,” “ought to,” “would.” “search,” “goal” or different comparable 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 just isn’t forward-looking. Usually, statements that aren’t historic information, together with statements regarding doable or assumed future actions, enterprise methods, occasions or outcomes of operations, and any statements that consult 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 should not predictions of precise efficiency. These forward-looking statements are supplied for illustrative functions solely and should not supposed 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 likelihood. 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 understand these plans, intentions, or expectations. Precise occasions and circumstances are tough or unattainable 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 quite a lot of dangers and uncertainties, together with (i) the incidence 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 that could 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 crucial interim order or different required court docket orders in respect of Filament’s statutory plan of association underneath the Enterprise Companies 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) modifications to the proposed construction of the Proposed Enterprise Mixture that could be required or acceptable because 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 alternate itemizing requirements previous to and following the consummation of the Proposed Enterprise Mixture; (vii) the danger that the Proposed Enterprise Mixture disrupts present plans and operations of Filament because 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 modifications 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 worth 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) modifications within the aggressive setting affecting Filament or its prospects, together with Filament’s lack of ability to introduce, or receive regulatory approval for, new merchandise; (xv) the failure to acquire extra capital on acceptable phrases; (xvi) the affect 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 components; (xx) the failure of Filament or TopCo to reply to fluctuations in international foreign money alternate charges; and (xxi) Filament’s estimates of its monetary efficiency; and people components 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 may 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 at the moment 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 alter. Nevertheless, whereas Filament, TopCo and Jupiter could elect to replace these forward-looking statements in some unspecified time in the future 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 suggestion to promote or the solicitation of a suggestion to purchase any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation, or sale could be illegal previous to registration or qualification underneath 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 just isn’t, and in no way 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 comparable regulatory authority in respect of any of the securities referred to herein.

Contributors in Solicitation

Jupiter, Filament, TopCo and sure of their respective administrators, government officers, and different members of administration and workers could, underneath SEC guidelines, be deemed to be individuals within the solicitations of proxies from Jupiter’s stockholders in reference to the Proposed Enterprise Mixture. Data concerning Jupiter’s administrators and government officers is offered in its Annual Report on Type 10-Okay for the fiscal yr ended December 31, 2022, which was filed with the SEC on March 10, 2023. Data concerning the individuals who could, underneath SEC guidelines, be deemed individuals within the solicitation of proxies from Jupiter’s stockholders in reference to the Proposed Enterprise Mixture is about forth within the Registration Assertion, and the preliminary proxy assertion/prospectus included therein, and can be set forth within the definitive proxy assertion/prospectus when it’s filed with the SEC. Further data concerning the individuals within the proxy solicitation and an outline of their direct and oblique pursuits is included within the Registration Assertion, and the proxy assertion/prospectus included therein, and can be included within the definitive proxy assertion/prospectus when it turns into out there. Jupiter’s stockholders, potential buyers, and different individuals ought to fastidiously learn the Registration Assertion, the preliminary proxy assertion/prospectus, any amendments or dietary supplements thereto and, as soon as out there, the definitive proxy assertion/prospectus, and associated paperwork filed with the SEC, earlier than making any voting or funding choices. These paperwork, as soon as out there, may be obtained freed from cost from the sources indicated above.

No Assurances

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

SOURCE Filament Well being Corp.

View authentic content material to obtain multimedia: http://www.newswire.ca/en/releases/archive/September2023/29/c2289.html


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