UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 29, 2019

 

CURE PHARMACEUTICAL HOLDING CORP.

(Exact name of small business issuer as specified in its charter)

 

1620 Beacon Place, Oxnard, California 93033

(Address of principal executive offices)

 

(805) 824-0410

(Issuer’s telephone number)

 

Nevada

 

333-204857

 

37-1765151

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1620 Beacon Place, Oxnard, California

 

93033

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (805) 824-0410

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨

 

 
 
 
 

Item 1.01. Entry into a Material Definitive Agreement.

 

On March 31, 2019, Cure Pharmaceutical Holding Corp., a Nevada corporation (the “ Company ”), and CURE Chemistry Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) with Chemistry Holdings, Inc., a Delaware corporation (“ Chemistry Holdings ”) for the Company to acquire Chemistry Holdings pursuant to a merger of the Merger Sub with and into Chemistry Holdings (the “ Merger ”). Pursuant to the Merger, Chemistry Holdings will become a wholly-owned subsidiary of the Company and the stockholders of Chemistry Holdings will receive shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) in exchange for all of the issued and outstanding shares of Chemistry Holdings.

 

Chemistry Holdings is a formulation technology company that is developing innovative delivery systems for nutraceutical, pharmaceutical and other industries. There is an increased demand for solid, chewable or dissolvable products for immediate and controlled-release, oral delivery of active ingredients and particularly poorly soluble active pharmaceutical ingredients (APIs). However, such dosage forms can pose challenges such as (i) stability of the active ingredient, (ii) overall integrity and shelf life of the product, and (iii) palatability.

 

Chemistry Holdings is developing a novel biopolymer technology for both liquid encapsulation and microencapsulation of dry powders, which are designed to improve the stability and solubility of the API. Encapsulated active ingredients can then be formulated in a final dosage form such as microcapsules or a proprietary protein polysaccharide macromolecular complex structure, referred to as a chewable pod, that can be produced in many shapes, colors and flavors. The CH technology broadens the Company’s technology platform to include oral soluble films, chewables and fast dissolving tablets along with micro- and nano-encapsulation methods.

 

Subject to the satisfaction of the conditions to the Merger, the Merger Agreement provides for the acquisition of Chemistry Holdings to occur on or before April 30, 2019 (the “ Closing Date ”). As a condition to closing, Chemistry Holdings is required to have a cash balance of at least $8,000,000 plus the amount of certain liabilities and expenses (the “ Closing Cash Requirement ”).

 

The maximum number of shares of Common Stock that may be issued to the stockholders of Chemistry Holdings in connection with the Merger, including escrowed shares and shares issuable pursuant to earn-out provisions and warrants, is 32,072,283 shares allocated as follows: (i) between 5,700,000 and 9,480,567 shares of Common Stock as upfront consideration issued at the Closing (the “ Upfront Consideration ”); (ii) 3,348,346 shares to be held in escrow, subject to indemnification and clawback rights that lapse upon the achievement of certain milestones; (iii) 3,207,228 shares that may be issued pursuant to an earn-out over five years upon the achievement of certain technological implementations; (iv) 8,018,071 shares that may be issued pursuant to an earn-out over two years upon the achievement of certain revenue goals; and (v) 8,018,071 shares issuable upon exercise of warrants that become exercisable upon achieving certain revenue goals between the second and fourth anniversary of the Closing Date at an exercise price of $5.01 per share, exercisable, to the extent vested, for five years from the Closing Date. The determination of the number of shares issued as Upfront Consideration is dependent on the resolution of contractual matters related to one patent owned by Chemistry Holdings that is required to be resolved as a condition to closing the Merger.

 

In connection with signing the Merger Agreement, the Company received an investment of $2,000,000 (the “ Principal Amount ”) from Chemistry Holdings pursuant to a convertible note (the “ Note ”). If the Merger does not close by April 30, 2019, the Note will convert into 598,802 shares of the Common Stock on May 1, 2019 at a conversion price of $3.34. If the Merger closes by April 30, 2019, the Note will become an intercompany payable and will be cancelled without any shares of Common Stock being issued.

 

 
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On the Closing Date, upon the issuance of the pro rata portion of the Upfront Consideration, each share of Chemistry Holdings’ common stock issued and outstanding immediately prior to the closing, other than shares with respect to which the holders have properly perfected a demand for appraisal rights in accordance with applicable law and have not effectively withdrawn such demand, shall be automatically canceled. Chemistry Holdings stockholders shall be subject to a Lock-Up Agreement pursuant to which one-third of the shares issued to Chemistry Holdings stockholders will be released from the lockup 6 months after issuance, one-third of the shares 12 months after issuance and one-third of the shares 18 months after issuance.

 

The Merger Agreement contains customary representations and warranties and indemnities by the Company, Merger Sub and Chemistry Holdings. The closing of the Merger is subject to several closing conditions, including, among other things, (i) Chemistry Holdings’ founder and CEO, Joshua Held being appointed to the Board of Directors of the Company; (ii) confirmation that the Closing Cash Requirement is met; (iii) certain contract termination and patent assignment or license conditions specific to Chemistry Holdings; and (v) other customary closing conditions.

 

In addition to the shares issued pursuant to the Merger, Cure intends to issue warrants to purchase an additional 4,143,706 shares of Common Stock to certain affiliates of Chemistry Holdings in consideration for consulting and advisory services to be provided following the closing. The warrants would have a four-year term and an exercise price equal to at least $5.01 per share. The issuance of the warrants is conditioned on Cure amending its articles of incorporation to increase its authorized number of shares of Common Stock.

 

There are no assurances that the proposed Merger will be completed on a timely basis or at all or that the Company will recognize the anticipated benefits of the Merger.

 

There are a number of risks and uncertainties relating to the Merger. For example, the Merger may not be completed, or may not be completed in the time frame, on the terms or in the manner currently anticipated and the Company may not recognize the anticipated benefits of the Merger, as a result of a number of factors, including the following:

 

 

·

that one or more closing conditions to the Merger Agreement are not met;

 

·

unexpected costs, charges or expenses resulting from the Merger;

 

·

uncertainty of the expected financial performance of the Company following completion of the Merger;

 

·

the ability of the Company to implement its business strategy; and

 

·

the occurrence of any event that could give rise to termination of the Merger

 

The market price of the Company’s Common Stock may decline as a result of the Merger.

 

The market price of the Company’s Common Stock may decline as a result of the Merger for a number of reasons including:

 

 

·

the Company may not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated;

 

·

the effect of the Merger on the Company’s business and prospects is not consistent with the expectations of financial or industry analysts; or

 

·

investors react negatively to the effect Company’s business and prospects resulting from the Merger.

 

 
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The failure to integrate successfully the businesses and operations of the Company and Chemistry Holdings in the expected time frame may adversely affect the combined company’s future results.

 

The Company and Chemistry Holdings have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of the Company and Chemistry Holdings in order to realize the anticipated benefits of the merger so the combined company performs as expected:

 

 

·

combining the companies’ operations and corporate functions;

 

·

combining the businesses of the Company and Chemistry Holdings in a manner that permits the combined company to achieve the cost savings and revenue synergies anticipated to result from the merger, the failure of which would result in the anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;

 

·

integrating personnel from the two companies;

 

·

integrating the companies’ technologies;

 

·

harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

 

·

addressing possible differences in business backgrounds, corporate cultures and management philosophies and priorities;

 

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.

 

Exhibit 8.01. Other Events.

 

On April 1, 2019, the Company issued a press release announcing the transactions contemplated by the Merger Agreement. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8‑K, which is incorporated herein by reference.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit

Number

 

Description

10.1

 

Convertible Demand Note Issued by Cure Pharmaceutical Holding Corp. to Chemistry Holdings, Inc.

99.1

 

Press Release, dated April 1, 2019

 

 
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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

CURE PHARMACEUTICAL HOLDING CORP.

 

Date: April 1, 2019

By:

/s/ Rob Davidson

 

Name:

Rob Davidson

 

Title:

Chief Executive Officer

 

 

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EXHIBIT 10.1

 

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF CORPORATE COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

 

THIS NOTE IS NOT TRANSFERABLE WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER HEREOF.

 

Original Issue Date: March 29, 2019

$2,000,000

 

CONVERTIBLE DEMAND NOTE

 

THIS CONVERTIBLE DEMAND NOTE is a duly authorized and validly issued Convertible Demand Note of CURE Pharmaceutical Holding Corp., a Nevada corporation (the “ Company ”), having its principal place of business at 1620 Beacon Place, Oxnard, California 93033 (this “ Note ”).

 

FOR VALUE RECEIVED, the Company promises to pay to Chemistry Holdings, Inc., a Delaware corporation (the “ Holder ”), the principal amount of $2,000,000 on demand at any time after the earlier of (i) an Event of Default (as defined below), (ii) the closing of a proposed merger (the “ Merger ”) of a wholly-owned subsidiary of the Company with and into Chemistry Holdings, Inc., a Delaware corporation, and (iii) April 1, 2019 if a binding definitive agreement and plan of merger with respect to the Merger has not be executed by that date, in each case if this Note has not previously converted into Common Stock (defined below) in accordance with Section 1 hereof. This Note is subject to the following additional provisions:

 

Section 1. Conversion .

 

(a) Conversion . If the Merger has not been consummated by April 30, 2019, the outstanding principal balance of this Note (the “ Outstanding Balance ”) shall automatically be converted (the “ Conversion ”) into shares of common stock, par value $0.001 per share, of the Company (“ Common Stock ”) at a price per share equal to $3.34 (the “ Conversion Price ”) effective as of May 1, 2019 (the “ Conversion Date ”), and the Outstanding Balance shall thereafter be considered repaid in full.

 

 
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(b) Adjustments to Conversion Price .

 

(i) In the event the Company (i) subdivides outstanding Common Stock into a larger number of Common Stock, (ii) combines (including by way of a reverse split) outstanding Common Stock into a smaller number of Common Stock or (iii) issues, in the event of a reclassification of Common Stock, any Common Stock of the Company, then the Conversion Price shall be adjusted by multiplying the Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

(ii) If at any time or from time to time after the issuance date of this Note and prior to its repayment or conversion there shall be a capital reorganization of the Company (other than in an event described in Section 1(b)(i)), or a merger or consolidation of the Company with or into another corporation where the holders of the Company’s outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company’s properties or assets to any other person (an “ Organic Change ”), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Conversion Price or otherwise) so that, upon any subsequent conversion of this Note, the Holder shall have the right to receive, in lieu of Common Stock, the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from the Organic Change that the Holder would have received if this Note had been converted into Common Stock immediately prior to such Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of Section 1(a) with respect to the rights of the Holder after the Organic Change to the end that the provisions of Section 1(a) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

 

(c) Mechanics of Conversion .

 

(i) Shares Issuable Upon Conversion of Outstanding Balance . The number of shares of Common Stock issuable upon a Conversion hereunder shall be determined by the quotient obtained by dividing (x) the Outstanding Balance by (y) the Conversion Price.

 

(ii) Mechanics of Conversion . Upon a Conversion, the Outstanding Balance shall automatically, and without any further action on the part of the Holder and whether or not the Note is surrendered to the Company, be converted into shares of Common Stock at the Conversion Price and as of the Conversion Date. The Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Conversion unless this Note is either delivered to the Company or the Holder notifies the Company that this Note been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such loss, theft or destruction. Upon receipt by the Company of this Note or an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such loss, theft or destruction, the Company at its expense shall, as soon as practicable thereafter, issue and deliver at such office to such Holder a certificate or certificates for the shares of Common Stock to which such Holder shall be entitled as aforesaid. The Holder shall be treated for all purposes as the record holder of such shares of Common Stock as of the Conversion Date

 

 
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(iii) Fractional Common Shares . No fractional shares of Common Stock shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share of Common Stock.

 

(iv) Authorization . Upon issuance to Holder pursuant to the terms hereof, the Common Stock issued to Holder hereunder shall be duly authorized, validly issued, fully paid and non-assessable

 

Section 2. Event of Default; Remedies .

 

(i) An “ Event of Default ” means (a) the Company or any of its subsidiaries shall be subject to a Bankruptcy Event (as defined below), or (b) the Company’s Common Stock ceases to be listed on the OTC Market. If an Event of Default occurs, this Note and the Outstanding Balance shall accelerate and be immediately due and payable without notice or demand.

 

(ii) For purposes of this Section 2, a “ Bankruptcy Event ” means (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (c) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (d) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (e) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

 

Section 3. Non-Transferability of Note . Neither this Note nor any interest herein may be transferred, pledged or assigned in whole or in part by either party without the prior written consent of the other party (which may be withheld in such party’s sole and absolute discretion). Any such transfer, pledge or assignment done without the other party’s prior written consent shall be void ab initio .

 

 
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Section 4. Demand and Piggyback Registration . If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than Holder) any of its Common Stock under the Securities Act of 1933, as amended (the “ Securities Act ”) in connection with the public offering of such securities solely for cash (other than in an Excluded Registration (as defined below)), the Company shall, at such time, promptly give Holder notice of such registration. Upon the request of Holder at any time after the date hereof or upon request of Holder given within twenty (20) days after such notice is given by the Company, the Company shall cause to be registered all of the Shares (collectively, the “ Registrable Securities ”) that Holder has requested to be included, if a demand registration, on a newly filed registration statement for such shares, or in the case of a piggyback registration, in such registration; provided , however , if at the time of a demand registration the Company’s Form S-1 currently on file with the Securities and Exchange Commission (the “ SEC ”) has not yet been declared effective, Holder may request that the Registrable Shares shall be included on that registration statement; provided, further, that in the event of a demand registration, the Holder shall pay the costs and expenses of the Company, including without limitation filing fees and legal expenses, up to $50,000. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not Holder has elected to include Registrable Securities in such registration. For purposes of this Section 4, “ Excluded Registration ” means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities.

 

Section 5. Investor Representations .

 

(a) The Holder has full legal capacity, power and authority to execute and deliver this Note and to perform its obligations hereunder. This Note constitutes valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

 

(b) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act. The Holder has been advised that this Note and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Holder is purchasing this Note and the securities to be acquired by the Holder hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Holder’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

 

 
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Section 6. Miscellaneous .

 

(a) Prepayment . At the discretion of the Company, the Outstanding Balance may be prepaid at any time, in whole or in part.

 

(b) Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws provisions thereof. In any action between or among any of the parties, whether rising out of this Note or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction of the United States District Court for the District of Delaware and the jurisdiction of any other competent court in the State of Delaware.

 

(c) Amendment. This Note may only be modified or amended in a writing signed by the Company and the Holder.

 

[ signature page follows ]

 

 
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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

 

 

CURE PHARMACEUTICAL HOLDING CORP.

       
By: /s/ Robert Davidson

 

Name:

Robert Davidson  
  Title: Chief Executive Officer  
       

 

Acknowledge and agreed:

 

 

CHEMISTRY HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Joshua Held

 

 

Name:

Joshua Held

 

 

Title:

Chief Executive Officer

 

 

[ Signature Page to Convertible Demand Note ]

 

 

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EXHIBIT 99.1

 

Media Inquiries:

Ashley Ray

(310) 824-9000

aray@olmsteadwilliams.com

 

CURE Pharmaceutical to Acquire Privately-Held Chemistry Holdings Inc.,

Expanding Its Technology Platform in Oral Drug Delivery

 

OXNARD, Calif., April 1, 2019 – CURE Pharmaceutical (OTC: CURR) (“CURE”), an innovative drug delivery and development company, today announced that it has agreed to acquire Chemistry Holdings Inc. (“Chemistry Holdings”, “CH”), a formulation technology company that is developing innovative delivery systems for a variety of industries, in an all-stock transaction.

 

“This transaction will create a pioneering drug delivery engine with the promise to transform patient experience and wellness,” said Rob Davidson, CEO of CURE Pharmaceutical. “We believe that our combined talent, technology and capital will allow us to execute our business goals rapidly.”

 

Key highlights of the agreement include:

 

 

· CURE Pharmaceutical will acquire Chemistry Holdings in an all-stock transaction using common stock.

 

· In connection with the signing, CURE is receiving $2 million from CH as a convertible note investment which will convert into CURE common stock at $3.34 per share if the merger does not close by April 30, 2019.

 

· Upon closing, Chemistry Holdings will bring at least an additional $8 million in cash to the combined entity.

 

· Upon closing, Chemistry Holdings founder and CEO, Joshua Held, will be appointed to CURE’s Board of Directors.

 

· Up to 32,072,283 shares will be issuable to the Chemistry Holding’s stockholders in connection with the transaction, subject to certain intellectual property, product development and revenue milestones. Of these shares, 8,018,071 will be issuable upon exercise of warrants at $5.01 per share.

 

· The acquisition of Chemistry Holdings is subject to the satisfaction of various closing conditions

 

· The merger is expected to be completed on April 30, 2019.

 

The acquired technology includes a novel chewable delivery system, nanoemulsions, microemulsions, microcapsules and taste masking solutions. These technologies complement and expand the CUREfilm™ platform to enable delivery of a wider range of active ingredients at higher doses. The combined technologies create a highly versatile platform for both immediate and controlled-release drug delivery.

 

“The drug delivery market is poised for tremendous growth and bringing our expertise into the CURE family will only expedite the speed in which we will be able to deliver breakthrough medical treatments to the world,” said Joshua Held. “Combining our catalog of formulation technology with CURE’s leadership in oral thin film fits together perfectly.”

 

Additional information concerning this acquisition can be found in the Company’s Form 8-K filed with the Securities and Exchange Commission on April 1, 2019.

  

 

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Media Inquiries:

Ashley Ray

(310) 824-9000

aray@olmsteadwilliams.com

 

About CURE Pharmaceutical CURE Pharmaceutical is a vertically integrated drug delivery and development company committed to improving drug efficacy, safety and the patient experience through its proprietary drug dosage forms and delivery systems. CURE has a full-service cGMP manufacturing facility and is a pioneering developer and manufacturer of a patented and proprietary delivery system (CUREfilm™), one of the most advanced oral thin film on the market today. CURE is developing an array of products in innovative delivery platforms and partners with biotech and pharmaceutical companies. CURE has positioned itself to advance numerous therapeutic categories, including the pharmaceutical cannabis sector with partnerships in the U.S., Canada and Israel. The company’s mission is to improve people’s lives by redefining how medicines are delivered and experienced.

 

For more information about CURE Pharmaceutical, please visit its website at www.curepharma.com.

 

About Chemistry Holdings Inc.

 

Chemistry Holdings is a formulation technology company that is developing innovative delivery systems for products in the nutraceutical, pharmaceutical and other industries. Chemistry Holdings is developing a novel biopolymer technology for both liquid encapsulation and microencapsulation of dry powders, which are designed to improve the stability and solubility of the active ingredient. Final dosage forms include microcapsules and chewable pods that use a proprietary protein polysaccharide macromolecular complex structure, that can be produced in many shapes, colors and flavors.

 

This press release contains forward-looking statements that involve risks and uncertainties. There are important factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the ability to satisfy the conditions to close the merger, risks associated with realizing the expected benefits of the merger, the ability to successfully market our products, the difficulty in predicting the timing or outcome of other product research and development efforts, potential product characteristics and indications, marketing approvals and launches of other products, the impact of pharmaceutical industry regulation, the impact of competitive products and pricing, the acceptance and demand of new pharmaceutical products, the impact of patents and other proprietary rights held by competitors and other third parties and the ability to obtain financing on favorable terms. The forward-looking statements in this press release reflect the Company’s judgment as of the date of this press release. The Company disclaims any intent or obligation to update these forward-looking statements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of our securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

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