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 Business Combination Agreement, by and among the Company, Jupiter Acquisition Corporation (NASDAQ: JAQC) (“Jupiter“), 1427702 B.C. Ltd. (“TopCo“) and Filament Merger Sub LLC, dated as of July 18, 2023 (as amended by the First Amendment to the Business Combination Agreement, the “Business Combination Agreement“), with respect to a proposed business combination between Filament and Jupiter (the “Proposed Business Combination“), has been terminated by the parties by mutual agreement.
As previously announced in the Company’s press release dated December 18, 2023, the Company was required to make material changes to the terms of the Proposed Business Combination and the proposed financing of senior secured convertible notes by Helena Global Investment Opportunities 1 Ltd. (the “Note Financing“) in order to enable the combined company after the Proposed Business Combination to meet Nasdaq listing requirements.
Given the material changes required in order to meet Nasdaq listing requirements, the parties have determined not to continue to pursue the Proposed Business Combination and therefore have decided to terminate the Business Combination Agreement. Given that the completion of the Proposed Business Combination is a condition to closing the Note Financing, the Note Financing will not be completed at the present time.
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.