SEC Greenlights Filament Health SPAC Deal

The new company will be called TopCo.

Filament Health (OTCQB: FLHLF) (NEO: FH) received regulatory approval for its planned SPAC merger, which is expected to help its uplisting to Nasdaq.

The U.S. Securities and Exchange Commission approved the F-4 registration statement, which is a vital step in completing the joint venture proposal with Jupiter Acquisition Corporation (NASDAQ: JAQC). The new company will be called TopCo on the exchange.

Filament CEO and co-founder Benjamin Lightburn called it a “crucial” step towards getting the deal done, “which is expected to offer us access to a broader capital markets audience and advance our drug development platform.”

During the quarter, which ended Sept. 30, filings show the company recorded a net and comprehensive loss of $1.3 million, a slight increase from the loss of $1.25 million in the same period of the previous year. This includes $305,791 in non-cash expenditures.

Total expenses for the quarter were $1.7 million, up by $349,957 from the previous year, with rising insurance costs, professional and consulting fees, and sales and marketing expenses. However, wages and benefits showed a decrease compared to the prior period.

Filament had cash and cash equivalents of $2.2 million versus $2.8 million at the end of last year. The company has no unused lines of credit, borrowing arrangements, off-balance sheet arrangements, nor does it use hedges or other financial derivatives.

The firm also announced its intentions for a non-brokered private placement aiming to raise up to C$2 million, although management says the private placement hasn’t closed. This follows an upsized private placement financing in July, which raised gross proceeds of C$2.5 million.

Filament said it has been active in expanding its R&D efforts. In September, a joint venture with Jaguar Health successfully imported coca leaf to Filament’s research facility. The company also entered an Aug. 31 licensing agreement with Reset Pharmaceuticals Inc. to use PEX010 in a phase 2 clinical trial for demoralization syndrome.

Additionally, the FDA approved two Filament clinical trials using PEX010 for treating cancer-related anxiety and depression.

Adam Jackson

Adam Jackson writes about the cannabis industry for the Green Market Report. He previously covered the Missouri Statehouse for the Columbia Missourian and has written for the Missouri Independent. He most recently covered retail, restaurants and other consumer companies for Bloomberg Business News. You can find him on Twitter at @adam_sjackson and email him at

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