FSD Pharma Inc. (NASDAQ:HUGE)(CSE:HUGE)(FRA:0K9A) (“FSD Pharma” or the “Company“), a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions, is pleased to announce that, further to its press release dated November 7, 2023, that its distribution date for the contemplated plan of arrangement (the “Arrangement“) is November 29, 2023 (the “Distribution Date“). Subject to the satisfaction of all applicable closing conditions of the Arrangement, common shares in the capital of Celly Nutrition Corp. (“Celly Nu Shares“) will be distributed to FSD Pharma Securityholders (as defined below) of record as of November 28, 2023 (the “Record Date“) on the Distribution Date. The ex-dividend date is November 27, 2023.
Holders of all shares in the capital of FSD Pharma (“FSD Pharma Shares“) and warrants exercisable for the purchase of class B subordinate voting shares, provided the applicable warrant certificate entitles the holder thereof to receive distributions substantially similar to those received by holders of class B subordinate voting shares (“FSD Pharma Distribution Warrants“; together with the holders of FSD Pharma Shares, the “FSD Pharma Securityholders“) on the Record Date will be eligible to receive Celly Nu Shares on the Distribution Date pursuant to Arrangement.
As a result of the Arrangement, FSD Pharma Securityholders are expected to receive one Celly Nu Share in respect of FSD Pharma Share or FSD Pharma Distribution Warrant that is held by such FSD Pharma Securityholder. The Company expects that this will result in an aggregate of approximately 45,694,621 Celly Nu Shares being distributed to the FSD Pharma Securityholders and an aggregate of approximately 154,305,379 Celly Nu Shares retained by the Company, in each case assuming that the number of FSD Pharma Shares and FSD Pharma Distribution Warrants remains unchanged between today and the Distribution Date. It is expected that DRS statements representing the Celly Nu Shares to which the registered FSD Pharma Securityholders are entitled to under the Arrangement will be sent out on or about the Distribution Date.
The special meeting of the FSD Pharma Securityholders to vote on the Arrangement is scheduled to be held on November 20, 2023 (the “Meeting“). Additionally, the final hearing at the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled for November 24, 2023.
Complete details of the terms of the Arrangement are set out in the Arrangement Agreement, as particularized in the Management Information Circular of the Company dated October 20, 2023, which is available for viewing under the Company’s SEDAR+ profile at www.sedarplus.ca.
FSD is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly-owned subsidiary, Lucid Psycheceuticals Inc. (“Lucid“), FSD is focused on the research and development of its lead compound, Lucid-MS (formerly Lucid-21-302) (“Lucid-MS“). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. FSD is also focused on the research and development of UNBUZZD™, a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of quickly relieving individuals from the effects of alcohol consumption. FSD maintains a portfolio of strategic investments through its wholly-owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential or commercial property.