KetaMD's end-to-end telemedicine platform, utilizing leading technology, provides access to safe, affordable, and potentially life-changing at-home ketamine treatments for people suffering from depression and related mental health conditions. Treatments are medically supervised, guided virtually by registered nurses with mental health expertise, and backed by the world's leading psychiatrists and researchers in depression. KetaMD's integration of ketamine and telemedicine is guided by best practices and treatment guidance.
With the acquisition of KetaMD, Braxia provides a compelling and differentiated value proposition. KetaMD's innovative technology capabilities provides Braxia the opportunity to offer both patient-centric in-person and digital telehealth ketamine treatments, combined with established clinical research and development capabilities focused on the commercialization and real-world implementation of novel pharmaceuticals. Braxia plans to further augment tools and capabilities of the KetaMD platform, including planning new clinical trials in the
"Today marks a notable step forward in bringing awareness, accessibility and scalability of the benefits of ketamine and psychedelics generally for those suffering from depression and other mood disorders," says Dr.
KetaMD is currently available in the
KetaMD joins Braxia to create an important mental healthcare solution that will be easily accessible to people living with depression, many who often don't leave their homes. The highly scalable KetaMD platform will allow trained medical professionals to connect to more patients, addressing the urgent unmet need of millions suffering with mental health conditions, and the growing shortage of mental health specialists in the
Braxia's acquisition of KetaMD addresses this access gap, enabling Braxia to reach more people in need by uniting in-person clinics with telemedicine for innovative, effective, and legal treatments.
KetaMD was founded by psychedelic pioneers Zappy Zapolin and
Zappy Zapolin, Co-Founder of KetaMD, commented, "Following the acquisition of KetaMD, Braxia is a well positioned vertically-integrated psychedelic medicine company. Combined, Braxia and KetaMD now have operations ranging from clinics to bioscience R&D to an at-home telemedicine platform, overseen by
Mental health conditions impact over one billion people worldwide annually, with depression representing the leading cause of disability across the globe. One-in-five people in the
Under the terms of the share purchase agreement in respect of the Transaction, Braxia acquired 100% of the common stock of KetaMD on the following terms:
- Holders of KetaMD common stock ("KetaMD Common Shareholders") were issued 42,144,629 Braxia common shares (the "Consideration Shares"), representing approximately 17.5% of the total issued Braxia common shares on a post-closing basis;
- approximately 80.6% of the Consideration Shares are subject to a contractual lock-up, with such Consideration Shares being released in 6-month increments until the final release occurring in 18 months;
- The KetaMD Common Shareholders will potentially also receive up to 21,915,207 Braxia common shares (the "Earnout Shares") in the event that (A) the market capitalization of Braxia reaches certain sustainable levels during the period ending on the fifth anniversary of the closing of the Transaction and/or (B) KetaMD achieves certain gross income and EBITDA milestones over the three fiscal years following closing of the Transaction. If issued, the Earnout Shares would represent 8.3% of the issued and outstanding Braxia common shares on a post-closing basis;
- The KetaMD Common Shareholders have entered into a voting support arrangement with Braxia pursuant to which they have agreed to support proposed nominees of the board and other shareholder resolutions recommended by the board of Braxia;
- Certain existing noteholders of KetaMD were issued approximately
$2.94 million of convertible debentures of Braxia (the "Debentures") dueDecember 31, 2023 (the "Maturity Date") in exchange for the cancellation of the KetaMD notes, which will provide a conversion right into Braxia common shares at the option of the holder and mandatory conversion by Braxia if not converted or repaid prior to the Maturity Date. The Debentures may also be prepaid or redeemed at the option of Braxia. The conversion price for optional conversion by the holder will be based on the benchmark price of$0.10 per Braxia common share (the "Benchmark Price"). The conversion price for mandatory conversion by Braxia on the Maturity Date is$0.15 per share which is 150% higher than the closing price of the Braxia common shares on the Canadian Securities Exchange (the "CSE") onAugust 2, 2022 , the trading day prior to this announcement, of$0.06 per share. - Holders of the Debentures will be entitled to convert a portion of their holdings into Braxia common shares as follows:
- 33% of the principal amount may be converted into Braxia common shares at a price equal to the Benchmark Price prior to
December 15, 2023 ; - 33% of the principal amount may be converted into Braxia common shares at a price equal to 150% of the Benchmark Price, or
$0.15 per share, prior toDecember 15, 2023 ; and - 34% of the outstanding principal amount may be converted into Braxia common shares at a price equal to 200% of the Benchmark Price, or
$0.20 per share, prior toDecember 15, 2023 . - The Debentures contain a mandatory cash prepayment obligation in the event Braxia raises USD
$10 million in equity capital prior to the Maturity Date.
Based on the closing price of the Braxia common shares on the CSE on
KetaMD will remain its own standalone brand under the Braxia umbrella and will operate initially in
KetaMD is now available for clients in
- KetaMD's mission is to expand access and awareness to psychedelic medicine treatment to as many as possible at a time when mental health issues are devastating people across the world.
- KetaMD's secure, HIPAA-compliant telemedicine platform is designed for clients to connect with medical professionals for diagnosis and prescribed treatments, with all treatments guided virtually by registered nurses.
- KetaMD founders include Zappy Zapolin, well-known "psychedelic concierge to the stars", co-founder and CEO
Warren Gumpel , leading advocate in the ketamine space, Chief Experience OfficerKaia Roman , a certified mindfulness instructor and bestselling author of The Joy Plan, with 20 years of brand experience work inSilicon Valley , and President and Chief Operating Officer,Leann Taylor , who has a track record of building and scaling business at multiple companies includingCaliva, Warner Music Group and Gartner, Inc. - Zapolin and Gumpel also founded
The Ketamine Fund , a non-profit organization that has donated over 500 free, medically-supervised ketamine treatments to veterans suffering from PTSD, substantially reducing their depression and suicidal ideation. - KetaMD's expert medical team is led by several of the world's leading depression researchers and practitioners, including Dr.
Joshua Rosenblat , Medical Director at Braxia, Dr.Daniel Kang , Chief Medical Officer at KetaMD, Dr.Sanjiv Chopra , Professor of Medicine atHarvard Medical School , Dr. Yousif A-Rahim, Chief Medical Officer atCovenant Physical Partners , and Dr.Edward Pearson , Medical Director atKMD Medical Group .
- Braxia led by CEO, Dr.
Roger McIntyre , is a world-renowned researcher, psychiatrist, and pharmacologist. He has been involved in more than 750 published research articles centered around the treatment of mental health disorders. - Braxia opened the first community-based clinic in
Canada offering IV and oral ketamine treatments for depression in 2018. To date, the Company has expanded to five clinics acrossOntario andQuebec with over 100 mental health medical professionals. - Braxia's clinics have administered more than 6,000 ketamine treatments to date across a growing patient base in
Canada . - As lead author of the "International Expert Opinion on the Available Evidence and Implementation of Ketamine and Esketamine in Mood Disorders", published in the
American Journal of Psychiatry inMarch 2021 ,Dr. McIntyre established the protocols for the use of ketamine for the treatment of mood disorders. - Braxia is a global leader in the clinical research of ketamine and psilocybin. Braxia is its own Clinical Research Organization (CRO), giving it the ability to efficiently carryout clinical trials with new rapid acting treatments including trials to document the benefits of mood disorder psychedelics such as ketamine and psilocybin.
- First ever company to conduct a
Health Canada -approved multiple-dose psilocybin clinical trial. First patients were dosed inNovember 2021 and Company reported positive preliminary results that effectively demonstrated the feasibility of Braxia's proprietary psilocybin-assisted therapy protocol with high rates of recruitment and retention with adequate tolerability and safety. - Braxia was also first to receive
Health Canada approval under a Special Access Program ("SAP") to provide psilocybin-assisted psychotherapy to a patient with Major Depressive Disorder inOntario . Braxia has since received SAP approvals for additional patients. - Braxia team has registered and conducted 11 clinical trials in depression to date (Source: https://clinicaltrials.gov).
- Overall, the Braxia executive team has extensive research experience with 756 peer-reviewed publications to their credit, including 52 ketamine-related peer-reviewed publications, four psilocybin-related peer-reviewed publications and 507 depression-related peer-reviewed publications (Source:
National Library of Medicine / pubmed.gov). - The amassed library of Braxia attributed research ranks the Company in the 99.2nd percentile of the top 500 global researchers in ketamine and depression, and 99.8th percentile of the top 500 global researchers in mood disorders, a category in which
Dr. McIntyre is ranked 1st in the world according to Expertscape.
KetaMD is a HIPAA-compliant telemedicine platform providing affordable and potentially life-changing at-home medical ketamine treatments. Prescribed by medical professionals and guided by registered nurses via our secure platform, KetaMD is a safe and effective alternative for the millions of adults that currently rely on conventional mental health treatments to relieve depression, anxiety, and related mental health challenges. Our mission is to make this treatment safely accessible to those who need it across
The CSE has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations, or beliefs of future performance are "forward-looking statements."
Forward-looking statements include statements about the intended promise of ketamine-based or other psychedelic treatments for depression, the potential for ketamine or other psychedelics to treat other mental health conditions, the integration plans for Braxia and KetaMD, the intention to conduct further clinical trials, the expected growth of at-home telemedicine, the expected benefit and synergies of the Transaction, the issuance of Earnout Shares, the expectation to expand to areas other than
Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, including the Amended and Restated Listing Statement dated
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