VANCOUVER, BC, June 20, 2024 /CNW/ – Numinus Wellness Inc. (“Numinus” or the “Company“) (TSX: NUMI) (OTCQX: NUMIF) (FSE: LR23), a mental healthcare company advancing traditional and innovative behavioral health treatments including safe, evidence-based psychedelic-assisted therapies, announces execution of a letter of intent (the “LOI“) to acquire MedBright AI Investments Inc. (“MedBright AI“) (CSE: MBAI) by way of a statutory plan of arrangement (the “Proposed Transaction“).
MedBright AI deploys artificial intelligence and machine learning (“AI“) to empower medical professionals to deliver increased access to healthcare, reduce healthcare costs, and improve patient outcomes. With the Proposed Transaction, Numinus plans to leverage its significant expertise in traditional therapy, clinic management, patient care, insurance reimbursement, and psychedelic-assisted therapy into a unique AI-enabled offering (the “AI Offering“) available to the growing number of U.S. mental health care providers. Specifically, the AI Offering will leverage Numinus’ industry-leading experience and data as it relates to providing reimbursed care for drug-assisted therapy to allow therapists to address a key challenge in building out the infrastructure necessary to generate reimbursed revenue.
To signify its new strategic direction and focus, the Company intends to rebrand as Numinus Intelligence upon closing, a name that reflects the commitment to leveraging AI and data science to expand mental health services and solutions across the U.S. The Company’s ticker symbol of the Toronto Stock Exchange will remain NUMI.
In preparation for the transaction, a transition team has been formed to reduce costs, preserve cash and work to increase revenues through the period before the Proposed Transaction is complete.
Details of the Proposed Transaction
Pursuant to the terms of the LOI, as consideration for the acquisition of all of the issued and outstanding common shares in the capital of MedBright AI (“MedBright AI Shares“), Numinus will issue 1.86 common shares of Numinus (“Numinus Shares“) for each MedBright AI Share such that it is anticipated that Numinus will issue an aggregate of approximately 204,729,372 Numinus Shares, which will represent ownership of approximately 39% of the pro forma company on an undiluted basis, based on the current capitalization of Numinus and MedBright AI.
The Proposed Transaction is subject to a number of conditions precedent, including, among other things, the negotiation and execution of a definitive arrangement agreement, completion of satisfactory due diligence by each party, receipt of certain regulatory approvals and the approval of the Proposed Transaction by shareholders of each of Numinus and MedBright AI. The LOI is binding with respect to exclusivity and non-binding in all other aspects and serves as an important step in advance of a definitive arrangement agreement.
“This acquisition is the culmination of our efforts over the past year to align Numinus with the revenue growth opportunities we see in the U.S. mental health care sector with the delivery of high-quality care to a large population of patients in need of drug-assisted therapy and mental health services,” said Payton Nyquvest, CEO of Numinus. “This is also a testament to the entire Numinus team who, over the past four years, has built an optimized clinic network that delivers great patient care at high levels of efficiency. We believe that harnessing our expertise and intellectual property to complement MedBright’s AI technology will amplify our ability to help those in need of care while driving revenue growth and, importantly, profitability.”
“I am pleased with the prospect of joining the Numinus Intelligence board and advancing this crucial strategic transaction,” added Dr. Jaime Gerber, Chairman of the Board of MedBright AI and Associate Professor of Clinical Medicine at Yale School of Medicine. “MedBright is dedicated to empowering healthcare providers with AI, and we believe this mission is vital for addressing the global mental health crisis. We look forward to generating value that will benefit both MedBright and Numinus shareholders.”
“I believe this merger will accelerate the mission of and opportunity for both companies,” stated Mr. Michael Dalsin. “I look forward to having an increasingly substantial role in Numinus Intelligence upon completion of the transaction. I see a pathway to revenue growth and profitability with this merger, and I am enthusiastic about its potential.”
Mr. Dalsin is an advisor and the largest shareholder of MedBright AI, a guest lecturer at Yale School of Medicine, and former Chairman of Patient Home Monitoring (“PHM”) (now Quipt and VieMed on the Nasdaq) and Convalo Health (a mental health company formerly listed on the TSXV). Mr. Dalsin has extensive experience in right-sizing clinic operations to bring them to profitability, and has demonstrated this on the public level with both Convalo Health and PHM. Mr. Dalsin has been a banker and buy-out fund manager specializing in U.S. clinical operations.
Eight Capital is acting as Numinus’ financial advisor in connection with the Proposed Transaction.