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): November 17, 2020
Neuropathix,
Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-55657
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46-2645343
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3805
Old Easton Road
Doylestown,
PA 18902
(Address
of Principal Executive Offices)
(858)
883-2642
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2 below):
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on
which registered
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
November 17, 2020, Neuropathix, Inc. (f/k/a Kannalife, Inc.), a Delaware corporation (the “Company”), entered into
a binding letter of intent (the “Binding Letter of Intent”) to acquire certain intellectual property assets (the “IP
Estate”) of Advanced Neural Dynamics, Inc. (“AND”) and Fox Chase Chemical Diversity Center, Inc. (“Fox
Chase”).
As
provided in the Binding Letter of Intent, the Company plans to acquire the IP Estate from AND and Fox Chase for a $600,000 aggregate
purchase price payable in restricted common stock of the Company. In addition, 1% royalties on net sales up to $500,000 per year
per participation are payable to Fox Chase and AND (for an aggregate maximum of 2% and up to $1,000,000) (the “Royalty Fee”)
and 1% reversion rights to each of AND and Fox Chase (for 2% aggregate). The principals of AND and Fox Chase would also become
members of the Company’s scientific advisory board (SAB) and received options to acquire 100,000 shares of common stock
of the Company for each year of SAB service which is initially a 2 year term.
A
copy of the Binding Letter of Intent is filed in Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
November 19, 2020, the Company issued a press release regarding the Binding Letter of Intent. A copy of this press release is
attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).
The
information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including
Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference
in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current
Report that is required to be disclosed solely by Regulation FD.
Forward
Looking Statements
This
Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact contained in this Current Report, are forward-looking statements. These
statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future
performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of
uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“would,” “could,” “should,” “expect,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “contemplate,” “believe,”
“estimate,” “predict,” “potential” or “continue” or the negative of these terms
or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based
these forward-looking statements largely on its current expectations and projections about future events and financial trends
that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business
operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject
to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements
may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge
from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable
law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result
of any new information, future events, changed circumstances or otherwise.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
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.
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NEUROPATHIX, INC.
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Dated: November 19, 2020
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By:
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/s/
Dean Petkanas
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Dean
Petkanas
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Chief
Executive Officer and Chairman
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November
17, 2020
Advanced
Neural Dynamics, Inc.
3805
Old Easton Road
Doylestown,
PA 18902
Attn:
Douglas Brenneman, CEO
Via
email: dbrenneman@advneuraldynamics.com
Fox
Chase Chemical Diversity Center, Inc.
3805
Old Easton Road
Doylestown,
PA 18902
Attn:
Allen Reitz, CEO
Via
email: areitz@fc-cdci.com
RE:
Proposed Acquisition of Anticonvulsant IP Estate from Advanced Neural Dynamics, Inc. (“AND”) and Fox Chase
Chemical Diversity Center, Inc. (“Fox Chase”), collectively hereinafter referred to as the “AND-Fox Chase IP
Estate”
Gentlemen:
Further
to our recent discussion on Thursday, November 5, 2020, kindly accept the attached binding letter of intent (the “Letter
of Intent”) as a definitive outline of terms concerning the proposed acquisition of the AND-Fox Chase IP Estate. The
proposed acquisition and closing documents are collectively referred to in this Letter of Intent as the “Proposed Transaction”.
This
Binding Letter of Intent is a binding Letter of Intent meant to secure the conditions in the purchase agreement and other agreements
associated with the Proposed Transaction that are necessary for the full execution and delivery associated with the acquisition
of the AND-Fox Chase IP Estate. Such folio of agreements and documents (the “Definitive Closing Documents”)
include, but are not limited to: (a.) Technology Transfer and Purchase Agreement; (b.) Scientific Advisory Board Agreements; (c.)
Royalty Agreements (to include Reversion Rights); (d.) Stock Option Agreement for SAB; (e.) Patent Assignments; and (f.) Delivery
of Shares Evidenced by Statement of Account from Securities Transfer Corporation.
It
is anticipated that the full closing of this Proposed Transaction and execution of the Definitive Closing Documents take place
on or before 5:00 pm EST on Friday, December 11, 2020 (the “Closing Date”). In the event the aforementioned documentation
is made ready for execution prior to the Closing Date, all parties to this letter of intent will coordinate an earlier closing
date for the completion of the Proposed Transaction.
Please
review the attached Binding Term Sheet as these terms have been approved by the unaninmous consent of the board of directors of
Neuropathix, Inc. on November 10, 2020. If you have any additional questions or concerns, please do not hesitate to contact me
at (516) 782-6210 or via email at dean@neuropathix.com. I look forward to working with you both on this exciting portfolio of
technology.
Best
Regards
Dean
Petkanas, CEO
Neuropathix,
Inc.
BINDING
LETTER OF INTENT – TERMS AND CONDITIONS
Assets
to be Purchased: All patents, patents pending, trademarks, research and development materials, raw materials, (including
compounds in storage), chemical entities in the patent estate namely AND-302; AND-378; AND-383; AND-380; and AND-407, also referenced
in and by the following (the “Intellectual Property”): (a.) PCT WO2012/074784 A2 – “Novel Fluorinated
Sulfamides Exhibiting Neuroprotective Action and Their Method of Use”; (b.) US Patent 8,609,849 – “Novel Hydroxylated
Sulfamides Exhibiting Neuroprotective Action and Their Method of Use”; (c.) All compounds contained in an original provisional
patent relating to piperidine chemistry for refractory epilepsy, namely AND-378 and AND-383; and (d.) All technology described
in the Phase 2 SBIR Research Strategy pertaining to the aforementioned body of intellectual property and technology (the “Intellectual
Property” or “IP”).
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Purchaser
/ Acquiror:
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Neuropathix,
Inc
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Sellers
/ Transferors:
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Advanced
Neural Dynamics, Inc. (“AND”); Douglas Brenneman (“Brenneman”); Fox Chase Chemical Diversity Center,
Inc. (“Fox Chase”); and Allen B. Reitz (“Reitz”), (collectively, “Sellers” or “Transferors”)
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Purchase
Price of IP:
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Six
Hundred Thousand Dollars ($600,000)
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Form
of Payment:
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Neuropathix,
Inc. Restricted Common Stock under Rule 144
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Exchange
/ Ticker:
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OTCQB
/ NPTX
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Lock
Up / Leak Out:
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Under
Rule 144
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Full
Terms / Covenants:
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See:
Addendum To Binding Letter of Intent
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IN
WITNESS WHEREOF, on November 17, 2020, each of the Parties has executed this Binding Term Sheet governing the entry into and
deliver of the Definitive Closing Documents on or before the proposed Closing Date.
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PURCHASER / ACQUIROR:
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NEUROPATHIX, INC.
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By: Dean Petkanas, CEO
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SELLERS / TRANSFERORS:
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ADVANCED NEURAL DYNAMICS, INC.
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DOUGLAS BRENNEMAN
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By: Douglas Brenneman, CEO
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In His Individual Capacity
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FOX CHASE CHEMICAL DIVERSITY CENTER, INC.
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ALLEN B. REITZ
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By: Allen B. Reitz, CEO
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In His Individual Capacity
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ADDENDUM
TO TERM SHEET
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Terms
of Acquisition / Binding Letter of Intent
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Allen
Reitz (“Reitz”) / Fox Chase Chemical Diversity Center, Inc. (“Fox Chase”)
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Douglas
Brenneman (“Brenneman”) / Advanced Neural Dynamics (“AND”)
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Upfront
Stock Grant in Consideration for the Sale of the Intellectual Property
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Reitz-Fox
Chase Closing Date for issuance of shares to be scheduled on or before November 30, 2020,
Reitz and/or Fox Chase shall be issued, 1,000,000 shares of Neuropathix, Inc. Common
Stock, par value $.001 per share at a price of $.30 per share.
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Brenneman-AND
Initial Closing Date for issuance of shares to be scheduled on or about January 5, 2021,
Brenneman-AND shall be issued such amount of shares as equal to the compliment of $60,000
divided by the average ten (10) day closing price of Neuropathix, Inc. Common Stock,
par value $.001, prior to January 5, 2021 (the “Initial Installment Issuance”).
In
no case will the Initial Installment Issuance price be a price below $.30 per share or higher than $.60 per share.
For
subsequent closings, the share price for issuance of additional tranches of $60,000 (in year 2, 3, 4 and year 5) in value,
will be determined by the average ten (10) day closing price of Neuropathix, Inc. Common Stock prior to each scheduled
Installment Issuance Date. There will be no floor or ceiling in the range of price per share.
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Schedule
of Installments
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Single
Installment Issuance Date: On or before November 30, 2020.
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Initial
Installment Issuance Date: January 5, 2021.
Second
Installment Issuance Date: January 4, 2022.
Third
Installment Issuance Date: January 3, 2023.
Fourth
Installment Issuance Date: January 2, 2024.
Fifth
Installment Issuance Date: January 2, 2025.
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Cash
Payments to Offset Tax on Shares
Cash
Payments to Offset
Tax
on Shares (cont’d)
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None.
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Fifteen
Thousand Five Hundred Dollars ($15,000) in cash annually, payable in quarterly installments
of Three Thousand One Seven Hundred Fifty ($3,750), payable on March 30; June 30; September
30 and December 31 of each year of an installment issuance (the “Quarterly Due
Offset Payments”).
Quarterly
Due Offset payments are to be netted out against actual tax costs incurred based upon the issuance of Common Stock at
a cost exceeding Doug Brenneman and/or AND’s basis.
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Ten
Percent (10%) Penalty For Failure to Pay Offset Fees
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None.
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In
the event a Quarterly Due Offset Payment is not made within thirty (30) days of the due
date of such Quarterly Due Offset Payment (“Offset Default”), the amount
payable will be Four Thousand One Hundred Twenty Five Dollars ($4,125) in total for each
such Offset Default.
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Royalty
Agreement Compensation
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1%
of Net Sales up to $500,000 per year, per participant (total of 2% of Net Sales up to
a $1,000,000 per year maximum payout for both Reitz-Fox Chase and Brenneman-AND) (the
“Royalty Fee”). The Royalty Fee shall continue in force in perpetuity but
shall discontinue immediately upon an outright sale of the technology and/or any Reversion
which eliminates on going revenue streams to Neuropathix, Inc.
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1%
of Net Sales up to $500,000 per year, per participant (total of 2% of Net Sales up to a $1,000,000 per year maximum payout
for both Reitz-Fox Chase and Brenneman-AND) (the “Royalty Fee”). The Royalty Fee shall continue in force in perpetuity
but shall discontinue immediately upon an outright sale of the technology and/or any Reversion which eliminates on going revenue
streams to Neuropathix, Inc.
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Reversion
Rights
Reversion
Rights (cont’d)
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1%
of future milestone payments received in connection with monetization of AND-Fox Chase
Intellectual Property, per participant.
Total
of 2% of Reversion Rights for all participants.
This
includes receipt of payments by Neuropathix, Inc. from any third parties for option rights; initiation fees; milestone
payments; up-front fees; minimum annual royalties (in absence of actual commercial royalty streams); licensing and/or
sub-licensing fees; sales and marketing rights, or outright sale of the technology.
The
Reversion Right for percentage of payout does not include payouts on third party investments to Neuropathix, Inc. for
any Joint Venture (JV) or Special Purpose Vehicle (SPV) designed to advance the AND-Fox Chase Intellectual Property for
clinical development, clinical trials and/or commercialization efforts. However, the Royalty Rights remain in effect.
For
example: In such an event where a Third Party pays Neuropathix, Inc. an upfront license fee of $1,000,000 and also desires
to establish a Joint Venture (JV) whereby it contributes additional R&D, pre-clinical and clinical development funding
into Neuropathix directly or indirectly via a Special Purpose Vehicle (SPV) for clinical development, the collective Reversion
Rights would still be payable and equal to 2% of $1,000,000, but not on any amounts designated solely for the use of proceeds
directly attributed to R&D, pre-clinical and clinical development costs.
However,
the Royalty payments would remain 2% of the Net Sales receipts by Neuropathix, Inc. and only to such extent as Neuropathix,
Inc. compliment (percentage of retention) resulting in revenue as adjusted for the definition of Net Sales receipts received
by Neuropathix directly or passed through the JV / SPV to Neuropathix, Inc.
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1%
of future milestone payments received in connection with monetization of AND-Fox Chase
Intellectual Property, per participant.
Total
of 2% of Reversion Rights for all participants.
This
includes receipt of payments by Neuropathix, Inc. from any third parties for option rights; initiation fees; milestone
payments; up-front fees; minimum annual royalties (in absence of actual commercial royalty streams); licensing and/or
sub-licensing fees; sales and marketing rights, or outright sale of the technology.
The
Reversion Right for percentage of payout does not include payouts on third party investments to Neuropathix, Inc. for
any Joint Venture (JV) or Special Purpose Vehicle (SPV) designed to advance the AND-Fox Chase Intellectual Property for
clinical development, clinical trials and/or commercialization efforts. However, the Royalty Rights remain in effect.
For
example: In such an event where a Third Party pays Neuropathix, Inc. an upfront license fee of $1,000,000 and also desires
to establish a Joint Venture (JV) whereby it contributes additional R&D, pre-clinical and clinical development funding
into Neuropathix directly or indirectly via a Special Purpose Vehicle (SPV) for clinical development, the collective Reversion
Rights would still be payable and equal to 2% of $1,000,000, but not on any amounts designated solely for the use of proceeds
directly attributed to R&D, pre-clinical and clinical development costs.
However,
the Royalty payments would remain 2% of the Net Sales receipts by Neuropathix, Inc. and only to such extent as Neuropathix,
Inc. compliment (percentage of retention) resulting in revenue as adjusted for the definition of Net Sales receipts received
by Neuropathix directly or passed through the JV / SPV to Neuropathix, Inc.
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Scientific
Advisory Board
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Allen
Reitz would come on to our SAB for additional options of 100,000 shares for each year
of SAB service (2 year agreement). Two (2) year SAB agreement with options for the purchase
of 100,000 shares of common stock for each year of SAB service with ¼ vesting
up front and 1/24th remaining for each month of service thereafter execution.
Options shall be priced based upon close of trading on the day prior to the entry into
the SAB Agreement.
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Doug
Brenneman would come on to our SAB for additional options of 100,000 shares for each
year of SAB service (2 year agreement). Two (2) year SAB agreement with options for the
purchase of 100,000 shares of common stock for each year of SAB service with ¼
vesting up front and 1/24th remaining for each month of service thereafter
execution. Options shall be priced based upon close of trading on the day prior to the
entry into the SAB Agreement.
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Additional
Covenants
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(a.)
Allen Reitz and Douglas Brenneman will maintain oversight and development of the
intellectual property into and through clinical development.;
(b.)
Intellectual Property being purchased shall also entail future developments and patentability of AND-378; AND-383;
AND-380; and AND-407, as well as extension of patentability and new technology advanced under AND-302; and/or related
sulfamides, piperidines, and other derivatives and moieties therefrom the acquired AND-Fox Chase IP Estate.;
(c.)
The Intellectual Property being purchased is free and clear of any and all liens, third party rights and encumbrances,
and is readily transferrable by the Transferors to the Acquiror; and
(d.)
Additional new patents would be filed on AND-378 (a piperidine – activity in the hippocampal kindling model,
useful in refractory epilepsy.
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(a.)
Allen Reitz and Douglas Brenneman will maintain oversight and development of the
intellectual property into and through clinical development.;
(b.)
Intellectual Property being purchased shall also entail future developments and patentability of AND-378; AND-383;
AND-380; and AND-407, as well as extension of patentability and new technology advanced under AND-302; and/or related
sulfamides, piperidines, and other derivatives and moieties therefrom the acquired AND-Fox Chase IP Estate.;
(c.)
The Intellectual Property being purchased is free and clear of any and all liens, third party rights and encumbrances,
and is readily transferrable by the Transferors to the Acquiror; and
(d.)
Additional new patents would be filed on AND-378 (a piperidine – activity in the hippocampal kindling model,
useful in refractory epilepsy.
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Neuropathix,
Inc. Signs Binding Letter of Intent to Acquire Anticonvulsant – Neuroprotective Intellectual Property
DOYLESTOWN,
PA – Nov. 19, 2020 – Neuropathix, Inc. (OTCQB: NPTX), formerly Kannalife,
Inc. (the “Company” or "Neuropathix"), a socially responsible pain management life sciences company, announced
today it has entered into a binding letter of intent to acquire a suite of sulfamide-containing neuroprotective compounds containing
substructures known to produce anticonvulsant activity, as a means to provide both neuroprotection and anticonvulsant activity
in the same drug candidate. The binding letter of intent is between Neuropathix, Inc., Fox Chase Chemical Diversity Center, Inc.
and Advanced Neural Dynamics, Inc. (AND). The transaction is scheduled to close in two installments commencing on or before November
30, 2020, and January 5, 2021.
“We
have been evaluating this patented technology for two years and could not be more excited about expanding our IP estate with the
addition of these compounds. The discovery of this technology took place at the Pennsylvania Biotechnology Center in Doylestown,
PA, a place we also call home. So on that note we’re happy to have the opportunity to continue to forge a path working together
with Fox Chase and AND to advance the technology into the clinic. Several years ago, these compounds were validated for their
potential to treat refractory epilepsy in a successfully completed NIH Phase 1 SBIR Study grant. We have always found the area
of refractory epilepsy to be of significance as evidenced by GW Pharmaceuticals’ leading drug Epidiolex®. Having evaluated
CBD for consideration in a future generic application to compete with Epidiolex® and now, this extraordinary technology from
Fox Chase and AND, it’s clear that there is room for competition with these novel sulfamide-containing neuroprotective compounds,”
said Dean Petkanas, CEO of Neuropathix.
Neuropathix
is a well-known pioneer in cannabinoid-like therapeutics. The Company has been consistently covered by global news over the last
decade. Additionally, its scientific findings have been published in several highly respected peer reviewed journals such as the
American Chemical Society Medicinal Chemistry Letters and the Journal
of Molecular Neuroscience.
This
Company’s spotlight on potent, non-opioid alternatives for the treatment of neuropathic pain can be seen in its phase 1
NIH study grant completed in late 2019. That preclinical study confirmed the ability of KLS-13019 to prevent and reverse neuropathic
pain in animal models and stands as a strong candidate as a potential treatment for neuropathic pain and the reduction of the
use of opioids.
About
Neuropathix
Neuropathix,
Inc., formerly Kannalife, Inc. ("Neuropathix"), is a socially responsible pain management life sciences company focused
on the development of proprietary and patented novel, monotherapeutic molecules for patients suffering from neurodegenerative
and oxidative stress related diseases. The Company's leading drug candidate KLS-13019, a non-opioid solution for chronic and neuropathic
pain, has shown promise in pre-clinical studies to prevent and reverse neuropathic pain in the model to treat chemotherapy-induced
peripheral neuropathy (CIPN). In addition to CIPN studies, the Company's early research also focused on neuroprotection in the
model for overt hepatic encephalopathy (OHE), a neurotoxic brain-liver disorder caused by excessive concentrations of ammonia
and ethanol in the brain.
Since
2010, Neuropathix has discovered, developed and patented a global intellectual property estate of novel new therapeutic agents
designed to prevent and reverse neuropathic pain, reduce oxidative stress, and act as anti-inflammatory neuroprotectants.
Neuropathix
was the only company to hold an exclusive license with National Institutes of Health - Office of Technology Transfer ("NIH-OTT")
for the Commercialization of U.S. Patent #6630507, "Cannabinoids as Antioxidants and Neuroprotectants" (the "'507
Patent").
Atopidine™
is Neuropathix novel, patented small molecule that has been shown to have protective and anti-inflammatory properties in pre-clinical
testing. The same studies show that it has also outperformed cannabidiol (CBD) in preventing inflammatory responses relevant to
UVB-radiation, including cytokines, TNF-a, IL-1b, and IL-6.
KLS-13019
is Neuropathix leading patented, investigational,
novel, monotherapeutic product for the potential treatment of a range of neurodegenerative and neuropathic pain disorders, beginning
with chemotherapy-induced peripheral neuropathy (CIPN). Neither KLS-13019 or Atopidine™ have been reviewed or approved for
patient use by the U.S. Food and Drug Administration (FDA) or any other healthcare authority in the world. Their safety and efficacy
have not been confirmed by FDA-approved research.
The
Company's KLS Family of proprietary molecules focuses on treating oxidative stress-related diseases such as overt hepatic encephalopathy
(OHE), chronic pain from neuropathies like CIPN, and neurodegenerative diseases like chronic traumatic encephalopathy (CTE), and
mild traumatic brain injury (mTBI). Neuropathix conducts its research and development efforts at the Pennsylvania Biotechnology
Center of Bucks County in Doylestown, PA.
For
more information about Neuropathix, visit www.neuropathix.com and the Company’s Twitter
page at @neuropathix.
Forward-Looking
Statements
This
press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by
those sections. This press release contains statements about expected future events, the ability to consummate the transaction
with Fox and AND, the ability to successfully integrate Fox and AND into the Company, the Company’s business plan, plan
of operations, the viability of the Company’s and/or Fox and AND’s drug candidates, and/or financial results that
are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements, by definition, involve
risks and uncertainties. The Company does not sell or distribute any products that are in violation of the United States Controlled
Substances Act.
CONTACT:
Public
Relations:
Kathryn
Reinhardt
Account
Supervisor
CMW
Media
P.
858-264-6600
E:
kathryn@cmwmedia.com
www.cmwmedia.com
Investor
Relations:
Scott
Gordon, Managing Director of CORE IR
P:
516-222-2560
E:
scottg@coreir.com
www.coreir.com