Novamind signs definitive agreement to acquire Arizona-based clinics
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TORONTO, ON / ACCESSWIRE / December 23, 2021 / Novamind Inc. (CSE: NM) (OTCQB: NVMDF) (FSE: HN2) (“Novamind” or the “Company”), a leading mental health company specializing in psychedelic medicine, has signed a definitive agreement (the “Agreement”) to acquire Arizona-based Foundations for Change, PLC (“Foundations”), a mental health firm specializing in ketamine-assisted psychotherapy, from its sole shareholder, Jeff Edelman, (the “Seller”). The transaction (the “Transaction”) is subject to regulatory approvals and is expected to close in January 2022.
Opened in 2017 by Jeff Edelman, Foundations currently operates an outpatient mental health clinic in Peoria, Arizona with annual sales of over $ 800,000 and has a second larger site in Phoenix which is slated to open early. from 2022. Foundations will operate temporarily under the name “Foundations for Change by Novamind” until the Company completes its recently announced rebranding. Mr. Edelman will continue to exercise his leadership as medical director of both clinics. Mr. Edelman is a dual certified nurse practitioner in family psychiatry and mental health and clinical nurse specialist in child and adolescent psychiatry and mental health. As a former military combat veteran, who served in the U.S. Army 55e A Combat Stress Control Unit of Medical Co., Mr. Edelman has particular expertise in the treatment of military veterans and first responders battling stress and trauma.
Under the terms of the agreement, Novamind will acquire foundations for a combination of cash, ordinary shares of the Company’s capital (“shares”) and assumed debts, as described below.
Within 30 days of the closing of the Transaction (the “Closing Date”), Novamind will pay the Seller USD 100,000 in cash, less certain accounts payable and other payables related to the activities of Foundations on the Closing Date. In addition, subject to the seller’s continued employment with the Company, the Company will make three cash payments of US $ 50,000 to the Seller within 60 days of the next three anniversaries of the closing date.
In addition, subject to the seller’s continued employment by the Company, the Company will issue to the Seller an aggregate amount of USD 150,000 payable through the issuance of Shares, as follows:
- US $ 50,000 of shares on the first anniversary of the closing date and issued to the seller within 60 days of that date, to be issued at a price per share equal to the five-day volume weighted average price of the shares on the Canadian market Stock exchange (the “CSE”) (or if the Company is not listed on the CSE, then any other exchange on which the shares are listed and where the majority of trading volume takes place) (the “ 5-day VAPV ”) calculated from the first anniversary of the closing date;
- $ 50,000 in shares on the second anniversary of the closing date and issued to the seller within 60 days of that date, to be issued at a price per share equal to the 5-day VWAP calculated from the second anniversary of the closing date ; and
- $ 50,000 in shares earned on the third anniversary of the closing date and issued to the seller within 60 days of that date, to be issued at a price per share equal to the 5-day VWAP calculated from the third anniversary of the closing date. fencing.
As part of the Transaction, the Company will enter into agreements with certain debt holders of Foundations (the “debt holders”), under which it will issue a total of US $ 158,110 of shares to certain debt holders. at a deemed price per share equal to the 5-day VWAP calculated from the date of the Agreement, to be issued on the Closing Date, and a total of US $ 345,184 in cash, in consideration for the settlement of debts owed by Foundations to Debtors. In addition, Foundations will hold approximately US $ 333,625 of authorized debt on the closing date.
Shares issued under the agreement will be subject to a legal hold period in accordance with applicable Canadian securities laws and CSE policies.
Novamind is a leading company in the field of mental health providing secure access to psychedelic medicine through a network of clinics and clinical research sites. Novamind offers ketamine-assisted psychotherapy and other innovative treatments through its network of integrative mental health clinics and operates a full-service contract research organization specializing in clinical trials and evidence-based research for psychedelic medicine. . For more information on how Novamind improves mental wellness and guides people through their healing journey, visit novamind.ca.
Yaron Conforti, CEO and Director
Telephone: +1 (647) 953 9512
Samantha DeLenardo, Vice-President, Communications
Email: [email protected]
Email: [email protected]
This press release contains forward-looking statements. All statements other than statements of historical fact included in this press release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and that actual results and future events could differ materially from those anticipated in such statements. Important factors which could cause actual results to differ materially from the Company’s expectations, including risks detailed from time to time in the Company’s public disclosure. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company will publicly update or revise all included forward-looking statements as expressly required by applicable law.
None of the securities to be issued in connection with the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities law, and all securities issued in connection with the Transaction should be issued based on according to the available exemptions from these registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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