Filament Health Corp. (OTCQB: FLHLF) (NEO: FH) (FSE: 7QS) (“Filament” or the “Company“), a clinical‐stage natural psychedelic drug development company, today announced that the special meeting of its securityholders held this Monday, December 18, 2023 at 9:30 a.m. (Vancouver time) (the “Special Meeting“) to approve, among other things, the Company’s proposed arrangement (the “Arrangement“) under Part 9, Division 5 of the Business Corporations Act (British Columbia) was terminated. At the Special Meeting, the Arrangement Resolution attached to the management information circular of Filament dated November 7, 2023 (the “Circular“) was not presented to the securityholders of Filament for approval.
In recent days, material changes to the terms of the Company’s proposed financing of senior secured convertible notes to Helena Global Investment Opportunities 1 Ltd. (the “Note Financing“) and to the terms of the Proposed Business Combination (as defined below), each as described in the Company’s press release dated December 6, 2023, were required in order to complete the Arrangement. Such material changes were required in order to properly structure the transactions to meet Nasdaq listing requirements.
Due to the proposed material changes to the Helena Financing and the Proposed Business Combination, the Board of Directors of Filament (the “Board“) is currently considering all strategic options, including updates to the terms of the Note Financing and the Proposed Business Combination or alternative options. Upon determination by the Board of the strategic option to be implemented, the Company intends, as appropriate, to disseminate a new management information circular, which would supersede the Circular, and, if necessary, to hold a new special meeting in 2024, giving shareholders appropriate time to consider the new proposed terms as determined by the Board.
In addition, the Company announced that it has engaged Donohoe Advisory Associates LLC. (“Donohoe Advisory“) to provide advice relating to alternative Nasdaq listing strategies. Donohoe Advisory is a prominent advisory firm specializing in assisting companies with Exchange listing issues. Formed in 2004 by David A. Donohoe, Jr., the former Chief Counsel for the Listing Qualifications Department of The Nasdaq Stock Market, Donohoe Advisory has represented more than 1,800 companies in stock exchange listing matters since its formation.
“The Proposed Business Combination is a complicated transaction where compliance is paramount. Our duty to ensure shareholder value and the strength of Filament’s business means that more time is required to consider the necessary changes to the Proposed Business Combination, as well as alternatives. We are pleased to move forward with the advisement of Donohoe Advisory.”
-Benjamin Lightburn, Filament Chief Executive Officer and Co-Founder
“The Filament, Helena and Jupiter teams have been working nonstop to complete this deal. We believe this new timeline is in everyone’s best interest so that we all can spend time with our families over the holidays. We look forward to reevaluating the terms of the Proposed Business Combination in the New Year and to working with Filament to assess strategic financing alternatives. We continue to support Filament’s efforts to list on Nasdaq.”
-Jeremy Weech, Helena Managing Partner
For additional details regarding the previously announced business combination among Filament, Jupiter Acquisition Corporation (NASDAQ:JAQC), a special purpose acquisition company, and 1427702 B.C. Ltd. (such business combination, the “Proposed Business Combination“), please see the sources described below under, “Important Information About the Proposed Business Combination and Where to Find It.”
ABOUT FILAMENT HEALTH CORP (OTCQB:FLHLF) (NEO:FH) (FSE:7QS)
Filament Health is a clinical-stage natural psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and our mission is to see them in the hands of everyone who needs them as soon as possible. Filament’s platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines. We are paving the way with what we believe to be the first-ever natural psychedelic drug candidates.