Haynes and Boone represented Enveric Biosciences in the transaction.
Enveric Biosciences (NASDAQ: ENVB) executed its acquisition of MagicMed Industries Inc., a privately-held biotechnology company focused on creating a library of novel derivative psychedelic molecules such as psilocybin, N,N-dimethyltryptamine (DMT) and other molecular derivatives with applications across multiple indications. The all-stock transaction closed Sept. 16, 2021.
A patient-centric biotechnology company developing next-generation mental health and oncology treatments by leveraging psychedelic-derived molecules for the mind and synthetic cannabinoids for the body, Enveric with the acquisition intends to expand into a next-generation neuroscience drug discovery platform of novel psychedelics that addresses the large unmet mental health challenges related to central nervous system (CNS) indications such as cancer-related distress, post-traumatic stress disorder (PTSD), anxiety, depression and pain.
Prior to the acquisition, MagicMed was a privately held Canadian biotechnology company focused on creating a library of novel derivative psychedelic molecules such as psilocybin, N,N-dimethyltryptamine (DMT) and other molecular derivatives with applications across multiple indications.
The transaction is structured as an amalgamation under the Business Corporations Act (British Columbia). At the closing, a recently formed subsidiary of Enveric amalgamated with MagicMed, with the resulting corporation being an indirect wholly owned subsidiary of Enveric. Under the terms of the amalgamation agreement and other related agreements, Enveric issued the shareholders of MagicMed an aggregate of 9,951,237 shares of common stock of Enveric. Following the amalgamation, existing Enveric shareholders own approximately 68.3% of the combined company’s common stock and previous MagicMed shareholders own approximately 31.7% of the combined company’s common stock. Additionally, as part of the closing of the transaction, Enveric received approximately $4 million (CAD) in cash from the MagicMed Treasury.
The Haynes and Boone team was led by Partner Rick Werner (Picture), co-chair of the firm’s Capital Markets and Securities Practice Group, and a pair of Denver-based lawyers – Corporate and Private Equity Partner Dan Malone and Capital Markets and Securities Partner Jason Zachary. Bodie Stewart, a New York-based counsel in the Capital Markets and Securities Practice Group, and associates David Lightstone (Corporate) and Thomas Carroll (Capital Markets and Securities) also assisted throughout the transaction.
Involved fees earner: Thomas Carroll – Haynes and Boone; David Lightstone – Haynes and Boone; Daniel Malone Jr. – Haynes and Boone; Robert Stewart – Haynes and Boone; Rick Werner – Haynes and Boone; Jason Zachary – Haynes and Boone;
Law Firms: Haynes and Boone;
Clients: Enveric Biosciences;