Hollister Biosciences Inc. announced that further to the signing of the definitive agreement, as amended (the “SEA“), the Company has now closed its acquisition of AlphaMind Brands Inc. (“AlphaMind“), a growth stage company, that is developing a portfolio of certified legal mushroom based natural health products (the “Transaction“).
“We are very pleased to close our acquisition of AlphaMind”, shared Carl Saling, Founder and CEO of Hollister. “It is our continual objective to broaden our product scope and Alphamind, with its experienced management team, is a perfect foothold for us in the fast-growing market for medicinal mushrooms and complements our existing cannabis and hemp-based product offering. We are excited to bring another promising brand under the Hollister umbrella, especially in such a fast growing and exciting sector.”
“We are very pleased to have closed this transaction”, shared Dr. Nikos C. Apostolopoulos, Chief Product & Research Officer of Alphamind Brands. “We are looking forward to working with Hollister to build out our medicinal mushroom based product line and conducting further R&D to develop an exciting IP portfolio surrounding psilocybin based pharmaceutical treatments.”
Key Terms of The Transaction
Pursuant to the terms of the SEA, the Company has acquired AlphaMind for consideration of CDN$1,200,000 which is being satisfied by the issuance of 4,200,000 Hollister common shares (the “Payment Shares“) on the Closing Date pro rata to the shareholders of AlphaMind and an additional 1,800,000 common shares (the “Earn-Out Shares“) to be issued pro rata to the former shareholders of AlphaMind on the earlier of (i) AlphaMind meeting certain milestones (detailed below) or (ii) December 31st, 2021.
- The Payment Shares and the Earn-Out Shares will be issued at a deemed value of $0.20 per share;
- The Payment Shares are subject to certain voluntary hold periods as follows: 331/3% until May 30th, 2020; an additional 331/3% until June 30th, 2020; and the remaining 331/3% until August 30th, 2020;
- The Earn-Out Shares will be issued on the earlier of (i) December 31st, 2020, or (ii) upon AlphaMind’s first production run or its first sales of product.
Hollister will not be assuming any long-term debt; no new control position will be created and there is no change in management or the Board of Directors of Hollister in connection with the Transaction.