April 5, 2019 (Source) — Former CEO to Take Lead in Spin Off Company
SOL Global Investments Corp. (“SOL” or the “Company“) (CSE:SOL) (Frankfurt:9SB) (OTCQB:SOLCF) 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.
About SOL Global Investments Corp.
SOL Global is an international investment company with a focus on, but not limited to, cannabis and cannabis-related companies in legal U.S. states, the hemp and CBD marketplaces and the emerging European cannabis and hemp marketplaces. Its strategic investments and partnerships across cultivation, distribution, and retail complement the company’s R&D program with the University of Miami. It is this comprehensive approach that is positioning SOL Global as a future frontrunner in the United States’ medical cannabis industry.
About Scythian Biosciences Inc. (to be renamed Impact Biosciences Corp).
Impact is a research and development company that is developing a proprietary Cannabinoid combination drug therapy for the treatment of concussions and traumatic brain injury.
Impact’s mission is to be 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. The University of Miami believes that Impact’s scientific approach shows significant promise and differs from previous approaches to treat this growing problem. The collaboration with the University of Miami allows access to their extensive knowledge base in the fields of traumatic brain injury and concussions and allows for Impact’s clinical studies to be undertaken at their world-class facilities.
Gillian A. Hotz, Ph.D., is leading Impact’s program at the University of Miami. Dr. Hotz is a nationally recognized behavioral neuroscientist and expert in neurotrauma, concussion management, and neurorehabilitation. She has extensive experience in neurocognitive testing. Dr. Hotz has been the co-director of the University of Miami Miller School of Medicine’s Concussion Program since 1995.
Impact is also endorsed by Pro Football Legends and the World Boxing Association on its mission.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy.
The forward-looking information contained in this press release includes statements relating to the terms and timing of the completion of the Spin-off, the business plans and strategy of SBI, the renaming of SBI and the terms and use of the net proceeds of the SBI Private Placement. Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances including, without limiting the foregoing, the medical benefits of cannabinoid based drugs. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: the Company’s ability to comply with all applicable governmental regulations in a highly regulated business; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US federal laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; inconsistent public opinion and perception regarding the medical-use and adult-use marijuana industry; and regulatory or political change. Additional risk factors can also be found in the Company’s current MD&A and annual information form, both of which have been filed on SEDAR and can be accessed at www.sedar.com.
Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.