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 for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders, is pleased to announce it intends to complete a spin-out transaction via a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (Ontario) (the "Spin-out Transaction") whereby the shares of its yet-to-be-formed wholly owned subsidiary ("Pubco") will be separated into an independent public company. The Spin-out Transaction, which is expected to be completed in July 2023, is intended to enable the Company to focus on development of its core assets and maximize shareholder value.
All shareholders of the Company (the "Shareholders") as of the distribution date (the "Distribution Date") will exchange their shares in the capital of the Company (each, inclusive of both Class A multiple voting shares and Class B subordinate voting shares, an "FSD Share") for the same number of existing shares of the Company (having identical terms, both for the Class A multiple voting shares and Class B subordinate voting shares) plus common shares in the capital of the Pubco (each, a "Pubco Share"), on a pro rata basis. Pubco will only have one class of shares.
Shareholders must hold FSD Share as of the Distribution Date to qualify to receive shares of Pubco in the distribution. FSD Pharma will provide further updates on the Distribution Date in due course.
Following the Spin-out Transaction, FSD Pharma will remain listed on the NASDAQ Stock Market and Canadian Securities Exchange (the "CSE"). Following the Spin-out Transaction, Pubco will become a "reporting issuer" in the same jurisdictions in Canada that FSD Pharma is a reporting issuer, with a view to completing a reverse take-over transaction with a business that has yet to be identified.
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