XTL Biopharmaceuticals to acquire Psyga Bio

XTL Biopharmaceuticals (XTLB) announced that it has entered into a definitive share purchase agreement to acquire 100% of the issued and outstanding share capital of Psyga Bio. Psyga operates a licensed, GMP-ready pharmaceutical manufacturing facility designed for the cultivation, extraction, isolation, formulation and production of pharmaceutical-grade botanical and synthetic psilocybin, Ibogaine and other psychedelic active pharmaceutical ingredients, in accordance with applicable international pharmaceutical manufacturing standards. Pursuant to the purchase agreement, the company will acquire from the current shareholder of Psyga all of the issued and outstanding share capital of Psyga on a fully diluted basis in exchange for the issuance by the company to the current shareholders of Psyga, by way of a private placement, of such number of ADSs of the company representing, immediately after such issuance, 40% of the issued and outstanding share capital of the company. No cash consideration will be paid by the company at the closing of the transaction. In addition, as part of the transaction, the current shareholders of Psyga will be entitled to receive additional ADSs representing 10% of the issued and outstanding share capital of the company as of the effective date of the purchase agreement upon the achievement of each of three milestones: the commencement of at least three human clinical trials from Psyga’s pipeline within twelve months following closing, the successful achievement of targets in at least two human clinical trials from Psyga’s pipeline within thirty-six months following closing, and the commencement of the development of Ibogaine-based products, triggered by the execution of a binding commercialization agreement and/or development partnership agreement with a third-party pharmaceutical, biotechnology or life sciences company for the commercialization, licensing, development and/or co-development of Ibogaine-based products based on the Company’s applicable regulatory licenses, on arm’s-length terms.