Wesana Health Announces Closing of Reverse Takeover Transaction

Thursday, 06. May 2021 23:02

TORONTO and CHICAGO, May 06, 2021 (GLOBE NEWSWIRE) -- Wesana Health Holdings Inc. (“Wesana” or the “Company”) (CSE: WESA), formerly Debut Diamonds Inc. (CSE:DDI), announces the successful closing of its previously announced reverse takeover (“RTO”) of Debut Diamonds Inc. (“Debut”) by Wesana Health Inc.

In connection with the RTO transaction, a wholly-owned subsidiary of Debut merged with and into Wesana Health Inc., and all of the outstanding shares of Wesana Health Inc. were exchanged for shares of Debut, and Debut continued into the Province of British Columbia, changed its name to "Wesana Health Holdings Inc.”, consolidated its outstanding common shares on an approximately 28 for 1 basis and redesignated such shares as subordinate voting shares (the “Subordinate Voting Shares”). The Company now focuses on the business of Wesana Health Inc., which includes psilocybin-based medicine development and research that targets traumatic brain injury and other mental health ailments caused by trauma.

As previously announced, Wesana Health Inc. closed C$16.1 million in an oversubscribed private placement of subscription receipts through a special purpose financing vehicle ahead of the RTO. The round included existing investors Ambria Capital, LLC, as well as new investors JLS Fund, K2 & Associates, Sol Global, and George Steinbrenner IV. In connection with the RTO transaction, such subscription receipts were indirectly exchanged for Subordinate Voting Shares and warrants of the Company.

Commencement of Trading

On April 28, 2021, the Company received the conditional approval from the Canadian Securities Exchange (“CSE”) for the listing of the Subordinate Voting Shares that resulted from the closing of the RTO. The Company expects to commence trading on the CSE on or about Monday, May 10, 2021 under the symbol “WESA.”

The Company currently has 12,578,997 outstanding Subordinate Voting Shares, 134,418 outstanding super voting shares of the Company (“Super Voting Shares”) convertible into 6,720,900 additional Subordinate Voting Shares and 133,034 outstanding multiple voting shares of the Company (“Multiple Voting Shares”) convertible into 6,651,700 additional Subordinate Voting Shares.

New Board and Management

Following the RTO, the leadership team of the Company is as follows:

  • Daniel Carcillo — Chief Executive Officer and Director
  • Zed Wang – Chief Financial Officer
  • Mark Wingertzahn, PhD — Chief Scientific Officer
  • Dawn McCollough —Chief Operating Officer
  • Stephan Bart, MD CPI — Chief Medical Officer
  • Israel Mirsky — Chief Strategy Officer
  • Chad Bronstein — Executive Chairman
  • Mitch Kahn — Director
  • Robert Koffman – Director
  • George Michael Steinbrenner IV — Director

Additional information related to the Company's business, capitalization and the RTO (including the members of the management team and board of directors listed above) will be available in the Company's listing statement (the “Listing Statement”), which will be filed under the Company’s profile on SEDAR at www.sedar.com prior to the commencement of trading.

Early Warning Disclosure

Daniel Carcillo of Chicago, Illinois, the Chief Executive Officer of the Company, will file an early warning report in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues related to the acquisition of 134,418 Super Voting Shares in connection with the closing of the RTO (the “Closing”).

Immediately prior to the Closing, Mr. Carcillo did not, directly or indirectly, hold any shares of the Company. Immediately following the Closing, he holds, directly, an aggregate of 134,418 Super Voting Shares (representing 100% of the issued and outstanding Super Voting Shares and, if converted into Subordinate Voting Shares, assuming the conversion of all Super Voting Shares and Multiple Voting Shares, 25.9% of then outstanding Subordinate Voting Shares). The shares held by Mr. Carcillo are for investment purposes, and are subject to an escrow time based release schedule, as more particularly described in the Listing Statement. Mr. Carcillo currently has no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. In accordance with applicable securities laws, Mr. Carcillo may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Carcillo under the Company's profile on SEDAR at www.sedar.com or may be obtained by contacting Allison Soss at 212-896-1267.

Chad Bronstein of Chicago, Illinois, the Executive Chairman of the Company, will file an early warning report in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues related to the acquisition of 39,000 Multiple Voting Shares in connection with the Closing.

Immediately prior to the Closing, Mr. Bronstein did not, directly or indirectly, hold any shares of the Company. Immediately following the Closing, he holds or controls, directly and indirectly, an aggregate of 39,000 Multiple Voting Shares (representing 29.3% of the issued and outstanding Multiple Voting Shares and, if converted into Subordinate Voting Shares, assuming the conversion of all Super Voting Shares and Multiple Voting Shares, 7.5% of then outstanding Subordinate Voting Shares). Mr. Bronstein owns or controls 37,700 Multiple Voting Shares held by an associated holding company, SRB Ventures LLC, as well as 1,300 Multiple Voting Shares held by his wholly-owned holding company, CTB Capital LLC. The shares held or controlled by Mr. Bronstein are for investment purposes and are subject to an escrow time based release schedule, as more particularly described in the Listing Statement. Mr. Bronstein currently has no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. In accordance with applicable securities laws, Mr. Bronstein may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Bronstein under the Company's profile on SEDAR at www.sedar.com or may be obtained by contacting Allison Soss at 212-896-1267.

About Wesana Health
Wesana Health is an emerging life sciences company championing the development and delivery of psychedelic and naturally-sourced therapies to treat traumatic brain injury (TBI). Through extensive clinical research and academic partnerships, Wesana Health is developing evidence-based formulations and protocols that empower patients to overcome neurological, psychological and mental health ailments caused by trauma.

Learn more at www.wesanahealth.com

For more information, please contact:

Investor Contact:
Allison Soss
KCSA Strategic Communications
Email: WesanaIR@kcsa.com
Phone: 212-896-1267

Media Contact:
Nick Opich / Brittany Tibaldi
KCSA Strategic Communications
Email: Wesana@kcsa.com
Phone: 212-896-1206 / 347-487-6794

On behalf of the Board of Directors:
Daniel Carcillo, Chief Executive Officer

Forward-Looking Information and Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposed listing on the CSE, the focus of the Company’s business, and intentions of those subject to early warning disclosure requirements. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "intends", "contemplates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected listing and trading on the CSE, Wesana's strategic plans and the intentions of those subject to early warning disclosure requirements are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the listing and trading of the Company’s shares on the CSE will occur or that, if they do occur, they will be completed on the terms and timing described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law. Readers are encouraged to refer to the Listing Statement for information as to the risks and other factors which may effect the Company’s business objectives and strategic plans.


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