TORONTO, Aug. 3, 2022 /PRNewswire/ – Braxia Scientific Corp. (“Braxia”, or the “Firm”), (CSE: BRAX) (OTC: BRAXF) (FSE: 4960), a frontrunner within the remedy and analysis of psychological well being circumstances, is happy to announce it has acquired 100% of the issued and excellent inventory of KetaMD, Inc. (“KetaMD”) (the “Transaction”). KetaMD is a U.S. based mostly, privately-held, progressive telemedicine firm, with a mission to deal with psychological well being challenges by way of entry to technology-facilitated ketamine-based remedies.
KetaMD’s end-to-end telemedicine platform, using main know-how, supplies entry to protected, reasonably priced, and probably life-changing at-home ketamine remedies for folks affected by melancholy and associated psychological well being circumstances. Therapies are medically supervised, guided just about by registered nurses with psychological well being experience, and backed by the world’s main psychiatrists and researchers in melancholy. KetaMD’s integration of ketamine and telemedicine is guided by finest practices and remedy steerage.
With the acquisition of KetaMD, Braxia supplies a compelling and differentiated worth proposition. KetaMD’s progressive know-how capabilities supplies Braxia the chance to supply each patient-centric in-person and digital telehealth ketamine remedies, mixed with established medical analysis and growth capabilities centered on the commercialization and real-world implementation of novel prescription drugs. Braxia plans to additional increase instruments and capabilities of the KetaMD platform, together with planning new medical trials within the U.S. and leveraging Braxia’s rising proprietary affected person dataset, with affected person outcomes, to help potential future growth of digital therapeutics within the administration of melancholy and different associated psychological well being circumstances.
“Right now marks a notable step ahead in bringing consciousness, accessibility and scalability of the advantages of ketamine and psychedelics usually for these affected by melancholy and different temper issues,” says Dr. Roger McIntyre, CEO, Braxia Scientific. “We have seen improved outcomes firsthand from ketamine remedy in our clinics and in our medical trials. Including digital telehealth capabilities via KetaMD’s extremely anticipated on-line and cell platform strengthens our place to steer the medical use of evidence-based psychedelics, whereas accelerating our capacity to get remedy to these in want, safely and shortly throughout the U.S. and Canada, and globally sooner or later. I am delighted the KetaMD management shall be bringing their immeasurable abilities as key leaders within the group and as Braxia shareholders.”
KetaMD is presently out there within the State of Florida however a roll-out to different key states is deliberate in 2022.
KetaMD joins Braxia to create an vital psychological healthcare resolution that shall be simply accessible to folks residing with melancholy, many who typically do not go away their properties. The extremely scalable KetaMD platform will permit educated medical professionals to hook up with extra sufferers, addressing the pressing unmet want of thousands and thousands struggling with psychological well being circumstances, and the rising scarcity of psychological well being specialists within the U.S. In keeping with World Psychiatry journal, the U.S. was quick 4 million psychological well being specialists on the finish of 2020, with 115 million folks missing entry to psychological healthcare companies, educated psychological well being specialists, physicians, and psychiatrists.
Braxia’s acquisition of KetaMD addresses this entry hole, enabling Braxia to succeed in extra folks in want by uniting in-person clinics with telemedicine for progressive, efficient, and authorized remedies.
KetaMD was based by psychedelic pioneers Zappy Zapolin and Warren Gumpel, together with mindfulness teacher and model expertise professional Kaia Roman and the corporate’s President and Chief Working Officer, Leann Taylor. The staff are devoted to serving to these affected by debilitating psychological well being points discover reduction via ketamine and different novel psychedelic medicines.
Zappy Zapolin, Co-Founding father of KetaMD, commented, “Following the acquisition of KetaMD, Braxia is a properly positioned vertically-integrated psychedelic drugs firm. Mixed, Braxia and KetaMD now have operations starting from clinics to bioscience R&D to an at-home telemedicine platform, overseen by Dr. McIntyre, one of many foremost authorities in temper issues and coverings.”
Warren Gumpel, CEO and Co-Founding father of KetaMD commented, “The KetaMD staff is honored to have the chance to work with Dr. McIntyre, Dr. Rosenblat, and a world’s main analysis staff within the space of melancholy and temper issues. I consider this would be the key distinguishing think about KetaMD’s success.”
Daniel Herrera, Braxia VP of R&D and Progress added, “The KetaMD staff have created an organization and model that we consider will join and resonate with so many individuals within the quickly rising psychological well being house. The mixture of Braxia’s psychological well being medical experience and KetaMD’s digital platform, we consider, will shortly improve entry to remedy for folks affected by psychological well being issues, positioning the corporate as a number one supplier of protected, reasonably priced, at-home ketamine remedy within the U.S. and Canada. This alliance additionally permits for innovation in medical analysis and scaling of entry to experimental therapeutics on this affected person inhabitants.”
The Psychological Well being Problem and Telehealth Resolution
Psychological well being circumstances influence over one billion folks worldwide yearly, with melancholy representing the main reason behind incapacity throughout the globe. One-in-five folks within the U.S. reside with melancholy. Research present that just about 35 % of individuals with melancholy don’t have entry to the pharmacy, remedies, and progressive therapies that might result in extra constructive outcomes. Additionally, in 2020, 80 % of physicians indicated that they had taken half in digital visits, up from 22 % the 12 months earlier than (Amwell Analysis), and 40 % of shoppers indicated in a current McKinsey report that they’ll proceed to make use of telehealth companies put up – COVID (McKinsey report – July 2021).
Beneath the phrases of the share buy settlement in respect of the Transaction, Braxia acquired 100% of the frequent inventory of KetaMD on the next phrases:
- Holders of KetaMD frequent inventory (“KetaMD Frequent Shareholders”) had been issued 42,144,629 Braxia frequent shares (the “Consideration Shares”), representing roughly 17.5% of the whole issued Braxia frequent shares on a post-closing foundation;
- roughly 80.6% of the Consideration Shares are topic to a contractual lock-up, with such Consideration Shares being launched in 6-month increments till the ultimate launch occurring in 18 months;
- The KetaMD Frequent Shareholders will probably additionally obtain as much as 21,915,207 Braxia frequent shares (the “Earnout Shares”) within the occasion that (A) the market capitalization of Braxia reaches sure sustainable ranges throughout the interval ending on the fifth anniversary of the closing of the Transaction and/or (B) KetaMD achieves sure gross earnings and EBITDA milestones over the three fiscal years following closing of the Transaction. If issued, the Earnout Shares would signify 8.3% of the issued and excellent Braxia frequent shares on a post-closing foundation;
- The KetaMD Frequent Shareholders have entered right into a voting help association with Braxia pursuant to which they’ve agreed to help proposed nominees of the board and different shareholder resolutions really useful by the board of Braxia;
- Sure current noteholders of KetaMD had been issued roughly $2.94 million of convertible debentures of Braxia (the “Debentures”) due December 31, 2023 (the “Maturity Date”) in trade for the cancellation of the KetaMD notes, which can present a conversion proper into Braxia frequent shares on the choice of the holder and necessary conversion by Braxia if not transformed or repaid previous to the Maturity Date. The Debentures might also be pay as you go or redeemed on the choice of Braxia. The conversion worth for elective conversion by the holder shall be based mostly on the benchmark worth of $0.10 per Braxia frequent share (the “Benchmark Worth”). The conversion worth for necessary conversion by Braxia on the Maturity Date is $0.15 per share which is 150% greater than the closing worth of the Braxia frequent shares on the Canadian Securities Trade (the “CSE”) on August 2, 2022, the buying and selling day previous to this announcement, of $0.06 per share.
- Holders of the Debentures shall be entitled to transform a portion of their holdings into Braxia frequent shares as follows:
- 33% of the principal quantity could also be transformed into Braxia frequent shares at a worth equal to the Benchmark Worth previous to December 15, 2023;
- 33% of the principal quantity could also be transformed into Braxia frequent shares at a worth equal to 150% of the Benchmark Worth, or $0.15 per share, previous to December 15, 2023; and
- 34% of the excellent principal quantity could also be transformed into Braxia frequent shares at a worth equal to 200% of the Benchmark Worth, or $0.20 per share, previous to December 15, 2023.
- The Debentures comprise a compulsory money prepayment obligation within the occasion Braxia raises USD $10 million in fairness capital previous to the Maturity Date.
Primarily based on the closing worth of the Braxia frequent shares on the CSE on Tuesday August 2, 2022, the whole worth of the consideration paid for KetaMD, together with the quantity of USD $619,000 invested within the KetaMD Notes, however excluding the worth of the Earnout Shares, the timing and issuance of which is unsure, is roughly $6,262,902. Following the Transaction, there aren’t any KetaMD notes excellent, aside from these held by Braxia.
KetaMD will stay its personal standalone model below the Braxia umbrella and can function initially in america.
KetaMD is now out there for shoppers in Florida, the primary state the place companies are presently supplied. KetaMD expects to launch its providing in California, New York, Texas, Colorado, and Washington in 2022, and plans to proceed to increase all through america.
Warren Gumpel will proceed as CEO of KetaMD and Leann Taylor will proceed as President and COO. Each have signed employment agreements. Ms. Taylor will be part of the board of Braxia following the closing. Zappy Zapolin and Kaia Roman will stay with KetaMD as advisors.
KetaMD Firm Highlights
- KetaMD’s mission is to increase entry and consciousness to psychedelic drugs remedy to as many as attainable at a time when psychological well being points are devastating folks internationally.
- KetaMD’s safe, HIPAA-compliant telemedicine platform is designed for shoppers to attach with medical professionals for prognosis and prescribed remedies, with all remedies guided just about by registered nurses.
- KetaMD founders embody Zappy Zapolin, well-known “psychedelic concierge to the celebs”, co-founder and CEO Warren Gumpel, main advocate within the ketamine house, Chief Expertise Officer Kaia Roman, an authorized mindfulness teacher and bestselling creator of The Pleasure Plan, with 20 years of name expertise work in Silicon Valley, and President and Chief Working Officer, Leann Taylor, who has a observe report of constructing and scaling enterprise at a number of corporations together with Caliva, Warner Music Group and Gartner, Inc.
- Zapolin and Gumpel additionally based The Ketamine Fund, a non-profit group that has donated over 500 free, medically-supervised ketamine remedies to veterans affected by PTSD, considerably lowering their melancholy and suicidal ideation.
- KetaMD’s professional medical staff is led by a number of of the world’s main melancholy researchers and practitioners, together with Dr. Joshua Rosenblat, Medical Director at Braxia, Dr. Daniel Kang, Chief Medical Officer at KetaMD, Dr. Sanjiv Chopra, Professor of Drugs at Harvard Medical College, Dr. Yousif A-Rahim, Chief Medical Officer at Covenant Bodily Companions, and Dr. Edward Pearson, Medical Director at KMD Medical Group.
Braxia Scientific Firm Highlights:
- Braxia led by CEO, Dr. Roger McIntyre, is a world-renowned researcher, psychiatrist, and pharmacologist. He has been concerned in additional than 750 revealed analysis articles centered across the remedy of psychological well being issues.
- Braxia opened the primary community-based clinic in Canada providing IV and oral ketamine remedies for melancholy in 2018. Thus far, the Firm has expanded to 5 clinics throughout Ontario and Quebec with over 100 psychological well being medical professionals.
- Braxia’s clinics have administered greater than 6,000 ketamine remedies up to now throughout a rising affected person base in Canada.
- As lead creator of the “Worldwide Skilled Opinion on the Obtainable Proof and Implementation of Ketamine and Esketamine in Temper Problems”, revealed within the American Journal of Psychiatry in March 2021, Dr. McIntyre established the protocols for using ketamine for the remedy of temper issues.
- Braxia is a world chief within the medical analysis of ketamine and psilocybin. Braxia is its personal Scientific Analysis Group (CRO), giving it the power to effectively carryout medical trials with new fast performing remedies together with trials to doc the advantages of temper dysfunction psychedelics reminiscent of ketamine and psilocybin.
- First ever firm to conduct a Well being Canada-approved multiple-dose psilocybin medical trial. First sufferers had been dosed in November 2021 and Firm reported constructive preliminary outcomes that successfully demonstrated the feasibility of Braxia’s proprietary psilocybin-assisted remedy protocol with excessive charges of recruitment and retention with sufficient tolerability and security.
- Braxia was additionally first to obtain Well being Canada approval below a Particular Entry Program (“SAP”) to offer psilocybin-assisted psychotherapy to a affected person with Main Depressive Dysfunction in Ontario. Braxia has since obtained SAP approvals for extra sufferers.
- Braxia staff has registered and performed 11 medical trials in melancholy up to now (Supply: https://clinicaltrials.gov).
- General, the Braxia government staff has in depth analysis expertise with 756 peer-reviewed publications to their credit score, together with 52 ketamine-related peer-reviewed publications, 4 psilocybin-related peer-reviewed publications and 507 depression-related peer-reviewed publications (Supply: Nationwide Library of Drugs/ pubmed.gov).
- The amassed library of Braxia attributed analysis ranks the Firm within the 99.2nd percentile of the highest 500 international researchers in ketamine and melancholy, and 99.eighth percentile of the highest 500 international researchers in temper issues, a class by which Dr. McIntyre is ranked 1st on the planet in keeping with Expertscape.
KetaMD is a HIPAA-compliant telemedicine platform offering reasonably priced and probably life-changing at-home medical ketamine remedies. Prescribed by medical professionals and guided by registered nurses by way of our safe platform, KetaMD is a protected and efficient different for the thousands and thousands of adults that presently depend on standard psychological well being remedies to alleviate melancholy, anxiousness, and associated psychological well being challenges. Our mission is to make this remedy safely accessible to those that want it throughout america. By KetaMD’s program, adults who obtain a qualifying prognosis from one in every of our licensed medical prescribers might take part in our totally digital program. For extra info, go to www.ketamd.com.
About Braxia Scientific Corp.
Braxia Scientific is a medical analysis firm with clinics that present progressive ketamine remedies for individuals with melancholy and associated issues. By its medical options, Braxia goals to scale back the sickness burden of brain-based psychological issues reminiscent of main depressive dysfunction amongst others. Braxia is primarily centered on (i) proudly owning and working multidisciplinary clinics, offering remedy for psychological well being issues, and (ii) analysis actions associated to discovering and commercializing novel medicine and supply strategies. Braxia seeks to develop ketamine and derivatives and different psychedelic merchandise from its IP growth platform. By its wholly owned subsidiary, the Canadian Fast Therapy Middle of Excellence Inc., Braxia presently operates multidisciplinary community-based clinics providing rapid-acting remedies for melancholy positioned in Mississauga, Toronto, Ottawa, and Montreal. For extra info, go to www.braxiascientific.com or www.braxiahealth.com.
The CSE has not reviewed and doesn’t settle for accountability for the accuracy or adequacy of this launch.
Ahead-looking Info Cautionary Assertion
This information launch comprises forward-looking statements throughout the that means of relevant securities legal guidelines. All statements that aren’t historic information, future estimates, plans, applications, forecasts, projections, targets, assumptions, expectations, or beliefs of future efficiency are “forward-looking statements.”
Ahead-looking statements embody statements concerning the supposed promise of ketamine-based or different psychedelic remedies for melancholy, the potential for ketamine or different psychedelics to deal with different psychological well being circumstances, the combination plans for Braxia and KetaMD, the intention to conduct additional medical trials, the anticipated development of at-home telemedicine, the anticipated profit and synergies of the Transaction, the issuance of Earnout Shares, the expectation to increase to areas aside from Florida, and anticipated adjustments to the board of Braxia. Such forward-looking statements contain identified and unknown dangers, uncertainties and different components which will trigger precise outcomes, occasions, or developments to be materially completely different from any future outcomes, occasions or developments expressed or implied by such forward-looking statements. Such dangers and uncertainties embody, amongst others, the failure of ketamine, psilocybin and different psychedelics to offer the anticipated well being advantages and unanticipated unintended effects, dependence on acquiring and sustaining regulatory approvals, together with buying and renewing federal, provincial, municipal, native or different licenses and fascinating in actions that may very well be later decided to be unlawful below home or worldwide legal guidelines. Ketamine and psilocybin are presently Schedule I and Schedule III managed substances, respectively, below the Managed Medication and Substances Act, S.C. 1996, c. 19 (the “CDSA”) and it’s a legal offence to own such substances below the CDSA and not using a prescription or a authorized exemption. Well being Canada has not accepted psilocybin as a drug for any indication, nonetheless ketamine is a legally permissible remedy for the remedy of sure psychological circumstances. It’s unlawful to own such substances in Canada and not using a prescription. These components needs to be thought-about rigorously, and readers are cautioned to not place undue reliance on such forward-looking statements.
Though the Firm has tried to determine vital threat components that might trigger precise actions, occasions or outcomes to vary materially from these described in forward-looking statements, there could also be different threat components that trigger actions, occasions or outcomes to vary from these anticipated, estimated or supposed. Further info figuring out dangers and uncertainties that might have an effect on monetary outcomes is contained within the Firm’s filings with Canadian securities regulators, together with the Amended and Restated Itemizing Assertion dated April 15, 2021 and its most up-to-date MD&A, which can be found at www.sedar.com. There may be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in forward-looking statements.
SOURCE Braxia Scientific Corp.