Vancouver, British Columbia, December 19, 2023 – Filament Health Corp. (OTCQB:FLHLF) (NEO:FH) (FSE:7QS) (“Filament” or the “Company”), a clinical‐stage natural psychedelic drug development company, today announced that the Business Combination Agreement, by and among the Company, Jupiter Acquisition Corporation (NASDAQ:JAQC) (“Jupiter”), 1427702 B.C. Ltd. (“TopCo”) and Filament Merger Sub LLC, dated as of July 18, 2023 (as amended by the First Amendment to the Business Combination Agreement, the “Business Combination Agreement”), with respect to a proposed business combination between Filament and Jupiter (the “Proposed Business Combination”), has been terminated by the parties by mutual agreement.
As previously announced in the Company’s press release dated December 18, 2023, the Company was required to make material changes to the terms of the Proposed Business Combination and the proposed financing of senior secured convertible notes by Helena Global Investment Opportunities 1 Ltd. (the “Note Financing”) in order to enable the combined company after the Proposed Business Combination to meet Nasdaq listing requirements.
Given the material changes required in order to meet Nasdaq listing requirements, the parties have determined not to continue to pursue the Proposed Business Combination and therefore have decided to terminate the Business Combination Agreement. Given that the completion of the Proposed Business Combination is a condition to closing the Note Financing, the Note Financing will not be completed at the present time.
ABOUT FILAMENT HEALTH CORP (OTCQB:FLHLF) (NEO:FH) (FSE:7QS)
Filament Health is a clinical-stage natural psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and our mission is to see them in the hands of everyone who needs them as soon as possible. Filament’s platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines. We are paving the way with what we believe to be the first-ever natural psychedelic drug candidates.
Learn more at www.filament.health and on Twitter, Instagram and LinkedIn.
MEDIA RELATIONS
Anna Cordon, Director of Communications
anna@filament.health
INVESTOR RELATIONS
ir@filament.health
FORWARD LOOKING INFORMATION
Certain statements and information contained herein may constitute “forward‐looking statements” and “forward‐looking information,” respectively, under Canadian securities legislation. Generally, forward‐looking information can be identified by the use of forward‐looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward‐looking statements or information. Forward-looking statements herein include, but are not limited to, statements regarding the Note Financing. The forward‐looking statements are not historical facts, but reflect the current expectations of management of Filament regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward‐looking statements. Forward‐looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Filament to be materially different from those expressed or implied by such forward‐looking statements or forward‐looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking statements and forward‐looking information. Filament will not update any forward‐looking statements or forward‐looking information that are incorporated by reference herein, except as required by applicable securities laws.
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