SOL Global Investments Corp. is pleased to announce that it intends to spin off its wholly-owned subsidiary, Scythian Biosciences Inc. ("SBI"), into an independent, publicly-traded company (the "Spin-off"). Upon closing of the Spin-off, which is expected to occur on or before September 30, 2019, SOL shareholders will own shares of both companies.
In connection with the Spin-off, SBI will be renamed "Impact Biosciences Corp" ("Impact") and will continue to pursue a drug development in the United States for the treatment of concussions and traumatic brain injury with its proprietary Cannabinoid combination drug candidate, which is being developed under contract with the University of Miami. Impact’s mission is to become the first accepted drug regimen for concussive treatment. Impact has a collaboration with the University of Miami and its world-renowned neuroscientific team to conduct pre-clinical and clinical trials of its drug regimen.
Impact’s Traumatic Brain Injury (TBI) Combination Therapy is currently in the pre-clinical research phase and is undergoing animal testing. Upon completion of this pre-clinical phase and applicable IND enabling studies, Impact will prepare and file an investigational new drug ("IND") application with the FDA, which, if granted, would permit Impact to begin human testing. Impact has applied for two patents related to its TBI treatment strategy, involving the combination of multiple chemical pathways into a therapeutic regimen targeted at reducing post-injury inflammation and inhibiting the resultant gliosis and the immune cascade. Impact has found a unique way to apply several pre-existing drugs in a way not previously done to target these processes.
Jonathan Gilbert, a cannabis industry veteran, and founder and former CEO of SOL, has agreed to join Impact as President effective with today’s announcement. Mr. Gilbert founded SBI in 2014 and was one of the early pioneers in the sector. Mr. Gilbert’s experience will be of great value as he embarks on this next important venture. In addition to his prior experience with SOL, Mr. Gilbert currently serves as Executive Chairman of Exactus, Inc. (OTCQB: EXDI), a healthcare company pursuing opportunities in hemp-derived CBD.
"We believe this transaction will unlock value for all of our current SOL shareholders and also remains consistent with SOL’s investment strategy in the cannabis space. We welcome Jonathan back and are in full support of his effort to lead our spinoff of Scythian Biosciences into an independent, research-focused entity," said Brady Cobb, CEO of SOL Global. "We remain dedicated to the critical mission of the University of Miami project, and we believe it is in the best interest of SOL Global shareholders to maintain a large equity position while bringing in other equity partners, due to the sheer size and scope of the research process.""I am thrilled to be rejoining the team and am excited to get to work on our important drug development program at the University of Miami," said Gilbert. "I believe we can build around Impact’s Cannabinoid study by bringing in additional complementary research and drug development opportunities that mitigate risk and add value and growth potential to our company. Research on our combination drug regimen – which has been ongoing for over two years at the University of Miami – has shown promising results, and we are now in discussions with a clinical site as well as with CROs and CMOs to initiate a Phase II human trial in Israel. Positive efficacy results from such a trial would put us in a strong position to finally be able to provide substantial relief to those suffering from concussions and other head trauma."
As a condition to the completion of the Spin-off, SBI intends to issue and sell subscription receipts, or such other class of securities of SBI, on a brokered, private placement basis subject to terms and conditions to be determined by SBI, the net proceeds of which will be used to fund the Spin-off (the "SBI Private Placement"). SBI intends that the securities will be offered and sold in Canada, the United States and such other jurisdictions in accordance with applicable exemptions from prospectus and registration requirements.
Completion of the Spin-off is subject to a number of conditions, including the successful completion of the SBI Private Placement, approval from all applicable regulatory authorities and approval of the listing of Impact’s shares on a recognized Canadian stock exchange. SOL intends to maintain a material investment in Impact and provide Impact with ongoing support following the closing of the Spin-off. There can be no assurance regarding the timing or completion of the Spin-off.
