Filament Health and Jupiter Acquisition Corp. Strike NASDAQ Deal for Psychedelics Advancement

LOS ANGELES– Canadian clinical-stage natural psychedelics firm Filament Health has taken a significant step forward by signing a definitive agreement with Special Purpose Acquisition Company (SPAC) Jupiter Acquisition Corp. to establish a new public company listed on NASDAQ.

The deal, expected to be finalized in the fourth quarter of 2023, values Filament at $176 million in pre-money equity. Holders of outstanding shares will receive $0.85 per share of the new company. The combined business will have a pro-forma valuation of approximately $210 million, with consideration being 100% in the form of shares, projected to yield at least $5 million in net proceeds.

Under the arrangement, Filament shareholders and other stakeholders will also have the opportunity to receive additional shares based on post-closing stock performance.

To formalize the new business combination, the company plans to file for registration with the Securities and Exchange Commission (SEC), including a proxy statement that will be disseminated to shareholders of both Filament and Jupiter for voting on the proposed combination and related matters. The BC Supreme Court will oversee hearings to implement the new business plan of arrangement.

Upon completion, both Jupiter and Filament Health will merge into separate wholly-owned subsidiaries of the new public company. The board of directors at Jupiter has already given unanimous approval, while Filament has deemed the agreement in the best interests of the company and recommends shareholders vote in favor.

Filament Health’s CEO, Benjamin Lightburn, views this agreement as a crucial milestone in accessing broader capital markets to advance the company’s research and development of botanical technology for treating substance use disorders (SUDs). Currently, Filament generates revenue by licensing its lead drug candidate, PEX010 (natural standardized psilocybin capsules), to commercial partners in the U.S., Canada, and Europe. PEX010 is undergoing 15 clinical trials, either in Phase 1 or 2, to potentially treat conditions such as Alcohol Use Disorder (AUD), Treatment-Resistant Depression (TRD), opioid tapering, and chronic pain.

Filament emphasizes that PEX010, as a botanical drug, offers intellectual property benefits over synthetic drugs due to its “complex active pharmaceutical ingredient (API)” and presents a more expeditious path into clinical development.

Jupiter Acquisition Corp. operates as a blank-check company, aiming to acquire businesses and assets through mergers, capital stock exchanges, asset acquisitions, stock purchases, and reorganizations. Its CEO and chairman, James Hauslein, expresses enthusiasm about the prospect of influencing the advancement of psychedelic medicines for treating mental health conditions through this combination with Filament and its exceptional management team.