Field Trip Health Ltd. (CSE: FTRP; FTRP.WT; OTCQX: FTRPF) (“Field Trip”), a leader in the development and delivery of psychedelic therapies, is pleased to announce that it has closed the bought deal short form prospectus offering previously announced on February 25 and 26, 2021, including the full exercise of the underwriters’ over-allotment option (the “Offering”). In connection with the Offering, Field Trip issued 14,661,499 common shares, (“Common Shares”) at a price of C$6.50 per Common Share, for aggregate gross proceeds of $95 million.
The lead investor in the Offering was Soleus Capital with additional participation by Avidity Partners, Sphera Funds, Pura Vida Investments, Jennison Associates and other healthcare specialized institutional investors.
Joseph del Moral, Chief Executive Officer of Field Trip, said, “Completing this equity financing is an important milestone as we work to build Field Trip into a household name, not only in the amount of growth capital it provides us, but from the support and endorsement provided through the participation of some of the world’s leading healthcare-specialized investors. It is a powerful validation of what we are building at Field Trip.”
Guy Levy, Chief Investment Officer of Soleus Capital Management commented, “Soleus Capital is pleased to be partnering with Field Trip as a significant investor in their ongoing growth. We believe Field Trip is positioned to establish itself as a global leader in the delivery and development of psychedelic therapies for depression and other mental health indications with high unmet need.”
As of the closing of the offering Field Trip has pro forma cash and cash equivalents on hand of $113.7 million. Field Trip intends to use the net proceeds from the Offering for the ongoing development of the “FT-104” novel psychedelic development program, the opening of new Field Trip Health centers, and for working capital and general corporate purposes.
“Through this financing we have the balance sheet strength to advance our work with FT-104 — a molecule that, based on its pharmacology and its IP defensibility, we believe is the most exciting in the industry — through a number of value inflection points and to accelerate the rollout of our Field Trip Health centers across North America and Europe, while still having reserves for new opportunities as they emerge,” added Hannan Fleiman, Field Trip’s President and one of its co-founders.
Details of the Offering
The Offering was conducted by Bloom Burton Securities Inc. (the “Lead Underwriter”), as lead underwriter and sole bookrunner with Stifel GMP and Canaccord Genuity Corp. forming a syndicate of underwriters (together with the Lead Underwriter, the “Underwriters”). In consideration for their services, Field Trip paid to the Underwriters a cash commission equal to $4,961,472 and issued to the Underwriters 763,303 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant may be exercised to acquire one Common Share (each, a “Compensation Share”) at an exercise price of $6.50 per Compensation Share until March 17, 2023. All currency figures reported in this press release are in Canadian dollars. An additional 104,000 warrants to purchase Common Shares are being issued to a consultant on the same terms as the Compensation Warrants.
Joseph del Moral, the Chief Executive Officer of Field Trip, Nathan Bryson, Chief Scientific Officer, Donna Wong, Chief Financial Officer, and Paula Amy Hewitt, Vice President and General Counsel, purchased 38,462, 5,831, 7,693, and 3,847 Common Shares in the Offering, respectively, and, as such, the issuance of the Common Shares to such insiders is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(a), as the fair market value of the Common Shares does not exceed 25% of Field Trip’s market capitalization, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Common Shares does not exceed 25% of Field Trip’s market capitalization. A material change report was not filed by Field Trip 21 days before the closing of the Offering as the level of insider participation was not known at that time and Field Trip moved to close the Offering immediately upon satisfaction of all applicable closing conditions. In the view of Field Trip, this was reasonable in the circumstances because Field Trip wished to complete the Offering as soon as possible.
Immediately following to the Offering, Joseph del Moral and his affiliates (“Mr. del Moral”) will exercise control and direction over less than 10% of the issued and outstanding Common Shares. Further details on Mr. del Moral’s holdings will be included in the corresponding early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, filed in connection with the Offering. Following such filing, Mr. del Moral will no longer file early warning reports in respect of his ownership of Common Shares, except as may be required by applicable law.
The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. The Common Shares may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the 1933 Act) pursuant to exemptions from the registration requirements under rule 144A of the 1933 Act and to “accredited investors” as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Bennett Jones LLP acted as legal advisors to Field Trip and Borden Ladner Gervais LLP acted as legal advisors to the Underwriters on the Offering.
About Field Trip Health Ltd.
Field Trip is the global leader in the development and delivery of psychedelic therapies. With our Field Trip Discovery division leading the development of the next generation of psychedelic molecules and conducting advanced research on plant-based psychedelics including psilocybin-producing fungi and our Field Trip Health division building centers for psychedelic therapies opening across North America and Europe along with the digital and technological tools that will enable massive scale, we help people from those in treatment to those seeking accelerated personal growth, with a simple, evidence-based way to heal and heighten engagement with the world.
Learn more at https://www.meetfieldtrip.com, https://www.fieldtriphealth.com and https://www.fieldtriphealth.nl.
Follow us on Twitter and Instagram: @fieldtriphealth
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For further information, contact Ronan Levy, Executive Chairman and a Director at Field Trip, at 1 (833) 833-1967.
Cautionary Note Regarding Forward-Looking Information.
This release includes forward-looking information within the meaning of Canadian securities laws regarding Field Trip and its business, which may include, but are not limited to, statements relating to Field Trip’s intended use of proceeds from the Offering. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of Field Trip, and are based on assumptions and subject to risks and uncertainties. Although the management of Field Trip believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the COVID-19 epidemic, the medical clinic industry, market conditions, economic factors, management’s ability to manage and to operate the business and the equity markets generally. Although Field Trip has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Field Trip does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the Canadian Securities Exchange, nor its Regulation Services Provider, nor the OTC Markets have approved the contents of this release or accept responsibility for the adequacy or accuracy of this release.
Media contacts:
Rachel Moskowitz
Autumn Communications
202-276-7881
press@fieldtriphealth.com
Nick Opich / McKenna Miller
KCSA Strategic Communications
212-896-1206 / 347-487-619
press@fieldtriphealth.com
Investor contacts:
Elizabeth Barker
KCSA Strategic Communications
212-896-1203
ebarker@kcsa.com
