Champignon Archives

Debra BorchardtOctober 29, 2020

Champignon Brands Inc. (CSE: SHRM) (OTCQB: SHRMF) has learned the hard way that public companies can’t deliver their homework late without suffering consequences. The company’s stock was unable to trade as of Wednesday as a result of the company not delivering the required financial documents on time.

Champignon said it continues to work diligently with the British Columbia Securities Commission to address the ongoing continuous disclosure review and to coordinate the revocation of the existing cease trade order. In a statement, the company said it, “Has submitted all requested documentation to the Commission in connection with the review of financial statements of AltMed Capital Corp. for the period ended June 30, 2020, and subject to review by the Commission expects to move forward with the finalization and public filing of these statements in short order.”

Background For Trading Stop

The company noted that on June 19, 2020, it was told by the Commission that it would be subject to a continuous disclosure review. This review was related to Champignon becoming a public company earlier this year and included a review of the disclosure surrounding acquisitions completed by the company since that time.

In connection with the review, on June 19, 2020, the Commission issued a cease trade order suspending trading in the securities of the company pending the filing of Business Acquisition Reports in connection with the acquisitions of Artisan Growers Ltd., Novo Formulations Ltd. and Tassili Life Sciences Corp. As a result of the cease trade order, trading in the common shares of the Company was suspended on the Canadian Securities Exchange.

The Business Acquisition Reports were filed by the Company on July 21, 2020, during which time the company continued to work with the Commission to address comments received in the course of the disclosure review. As a result of the filing of the Business Acquisition Reports, on August 26, 2020, the Commission revoked the cease trade order previously issued on June 19, 2020. Concurrently with the revocation, the Commission issued a replacement cease trade order, pending the filing of a revised material change report in connection with the acquisition by the Company of AltMed.

Now Champignon is required to finalize the accounting treatment for the acquisition of AltMed, which includes compiling the financial statements of AltMed for the six-month period ended June 30, 2020, to meet disclosure requirements. On October 27, 2020, the Commission issued an additional cease trade order pending the filing of the interim financial statements of the company for the period ended June 30, 2020.

The October Order is not expected to affect the review process or timing for the resumption of trading of the common shares of the company as the reports required to be filed to satisfy the Replacement Order will address the outstanding items in the October Order.

Debra BorchardtMay 12, 2020

Psychedelic medicine company Champignon Brands Inc. (OTCQB: SHRMF) is acquiring California based ketamine treatment company Wellness Clinic of Orange County Inc. It is a cash and stock deal with Champignon paying $600,000, plus 1 million common shares of Champignon and 500,000 common shares of Champignon payable only if the Wellness Clinic collects top-line revenue of at least $1,500,000, over the 18-month period.

“We are thrilled to begin executing on our North American expansion strategy by acquiring our first U.S. based, revenue-generating ketamine center- Wellness Clinic of Orange County,” said Dr. Roger McIntyre, Chief Executive Officer, Champignon. “This acquisition represents a major milestone as we begin to accelerate our vision of establishing significant scale and a sizable footprint of integrated ketamine centric clinics committed to providing innovative care and therapeutic options to improve the quality of life of patients suffering from chronic disease states that have failed conventional treatments.”

McIntyre was just appointed the company’s new CEO on May 11. He is a Professor of Psychiatry and Pharmacology at the University of Toronto and Head of the Mood Disorders Psychopharmacology Unit at the University Health Network, Toronto, Canada. Dr. McIntyre is also Executive Director of the Brain and Cognition Discovery Foundation in Toronto; Director and Chair of the Scientific Advisory Board of the Depression and Bipolar Support Alliance (DBSA) in Chicago, Illinois.; Professor and Nanshan scholar at Guangzhou Medical University; and Adjunct Professor at the College of Medicine at Korea University.

The Wellness Clinic owns and operates a state-of-the-art ketamine infusion treatment center located within the Mission Hospital’s Laguna Beach campus. This clinic is actively involved in research and complementary treatment protocols. Supported by a breadth of peer-reviewed studies, as well as clinical trials, intravenous ketamine has emerged as a promising treatment option for many chronic diseases, such as depression, anxiety, post-traumatic stress disorder, fibromyalgia, and certain other pain disorders.

Dr. Michael Bronson of Wellness Clinic of Orange County said, “This is an exceptional opportunity to both collaborate and scale with Dr. McIntyre and the world-class team at Champignon; with the objective of remaining at the forefront of innovation in this burgeoning field. We are excited for our patients, both current and future, as we work to provide them with the therapeutic options that they deserve.”

Terms

According to the company statement, the Initial Share Issuance shall be paid upon closing of the Acquisition, subject to a 12-month escrow, with 500,000 common shares released 6 months following the closing of the Acquisition and the remaining 500,000 shares released 12-months following the closing of the Acquisition. Each of the Initial Share Issuance and the Second Share Issuance are to be issued at a price per share determined using the average trading price of the common shares in accordance with the Canadian Securities Exchange (CSE) policies and applicable securities law.

Debra BorchardtApril 10, 2020

Mushroom company Champignon Brands Inc. (OTC:SHRMF) has entered into a definitive agreement to acquire Canadian ketamine clinic operator AltMed Capital Corp. Champignon said that AltMed has a suite of assets that will hasten Champignon’s anticipated rollout of new clinics to be opened across the United States and Canada. Five new clinics in key markets, including New York, Florida and California, are anticipated to be fully operational by Q4 2020.

Deal Terms

Champignon will buy all the shares of AltMed for a total consideration of 55,124,000 common shares, common shares that are currently selling at roughly $0.59 placing a value on the deal of approximately $32 million. 16,522,000 shares will be subject only to applicable hold periods under securities legislation and 38,602,000 will be subject to voluntary resale restrictions and released in five equal tranches every three months with the first release commencing thirty days following closing.

AltMed Clinics

AltMed owns 75% of the CRTCE, a fully operational ketamine clinic located in Mississauga, Ontario, with over 18 months of operating history. The CRTCE was licensed in 2018 by the College of Physicians and Surgeons Ontario under OHPP (Out of Hospital Premise Program) to administer ketamine treatments for indications including but not limited to depression, bipolar disorder, post-traumatic stress disorder (PTSD) and obsessive-compulsive disorder (OCD).

The clinic has been licensed by Health Canada to dose eligible patients with psilocybin and is the only clinic in Canada to perform psilocybin doses under Health Canada approval. AltMed’s chief executive officer, Dr. Roger McIntyre, is a professor of psychiatry and pharmacology at the University of Toronto and head of the Mood Disorders Psychopharmacology Unit at the University Health Network, Toronto, Canada.

“Founded and operated by Dr. McIntyre, the CRTCE has the human capital and unmatched R&D capabilities, with respect to rapid onset treatments such as ketamine, to revolutionize the treatment of depression, PTSD and substance use disorders,” said Gareth Birdsall, CEO of Champignon. “Champignon and AltMed will leverage Dr. McIntyre’s expertise, alongside the CRTCE’s existing SOPs, data-driven research sets and practitioner education modules, to roll out five unique ketamine clinics across Florida, California and the U.S. Eastern Seaboard. Our additional ketamine clinics are projected to be fully operational by Q4 2020. Furthermore, having previously completed funding rounds, our acquisition of AltMed will further bolster our corporate treasury.”

Study Trials

With this acquisition, Champignon will now have three trials in the Phase I stage and three trials in the preclinical stage during 2020. The company will also have seven IP patents for its ketamine/psilocybin delivery platforms and formulations.

In the second half of 2020, AltMed said it will start both comprehensive R&D campaigns as well as clinical trials, to be led and administered by leading M.D.s, clinicians, and researchers targeting the following indications:

Treatment-Resistant Depression (Dr. Roger McIntyre)
Addiction (Dr. Peggi Shepherd DeGroote)
PTSD/Traumatic Brain Injury (Dr. David Greenberg and Dr. Michel Rathbone)
Aging/Dementia (Dr. DW Molloy)
Anxiety/Obsessive-Compulsive Disorder (Dr. Michael Van Amerigan)

Pat McCutcheon, director of AltMed, said in a statement: “Together with Champignon’s existing novel ketamine delivery platforms, associated patents/IP and now advanced clinical infrastructure, we will look to deliver approved, point-of-care psychedelic treatments in clinics throughout Canada and the United States. Ketamine, psilocybin and MDMA have all been fast-tracked by the FDA and Health Canada with respect to R&D in DPS, and we will look to monetize our capabilities and human capital within this domain. Led by our accomplished operational team, comprised of experienced clinicians, academics and thought leaders within dynamic, blue-sky industries, we will be the global leader with regard to the application of rapid onset treatments and will continue to be a first-in-class, vertically integrated center that champions R&D, clinical research, knowledge translation, vocational rehabilitation, and psychotherapeutics, offering patient populations a wholesome and comprehensive treatment ecosystem.”

Debra BorchardtMarch 30, 2020

Medicinal mushroom company Champignon Brands Inc. (CSE: SHRM) has entered into a definitive agreement to acquire Tassili Life Sciences Corp. in an all-stock deal. Tassili will receive 16 million shares, which is roughly C$7.3 million.

The acquisition will expand Champignon’s preclinical trial pipeline, as well as its aggregation of broad intellectual property related to the development of novel psychedelics therapeutics and their delivery systems, targeting multiple pathological psychological diseases.

Tassili working to develop effective psilocybin-based therapeutics for the treatment of mild traumatic brain injuries (mTBI) and/or post-traumatic stress disorder (PTSD). The company is doing this in partnership with a multidisciplinary team of scientists and physicians at the University of Miami.

TRIALS UNDERWAY

Under a collaborative research agreement with the University of Miami’s Miller School of Medicine, Tassili will conduct preclinical studies and eventually human clinical trials with the objective of demonstrating the safety and efficacy of the combination of psilocybin and cannabidiol in treating mTBI with PTSD or standalone PTSD. The final results are expected in 2021.

Under the terms of the agreement with U of M, Tassili will retain all exclusive rights to inventions, data and IP discovery resulting from the studies which are being led by Dr. Michael Hoffer, professor of otolaryngology and neurological surgery at University of Miami’s Miller School of Medicine.

“Mild traumatic brain injury, especially concussion, is a significant cause of morbidity worldwide,” said Dr. Hoffer. “What many do not realize is that TBI often occurs alongside PTSD. Up to 40% of people impacted by mTBI, a head injury causing a temporary change in mental status or consciousness, or TBI in general, also suffer from PTSD. This combination of mTBI and PTSD is even more common in U.S military members and presents a vast patient population to service and potentially heal with our novel therapeutics under development.”

PSILOCYBIN PATENT PORTFOLIO

George Scorsis, Chairman of Tassili, said in a statement, “Our development program is championed by the University of Miami, a major U.S. research institution with a worldwide reputation in TBI research and treatment. Working with the University of Miami we aim to shift the mainstream perceptions about psychedelics by establishing the scientific underpinnings of the two compounds’ medical benefits and then developing a prescription-based therapeutic medicine for this combined disorder and a number of other disorders on the horizon, such as obsessive-compulsive disorder (OCD).”

In addition to the medical trials, Tassili has filed four provisional patents, one of which relates to its ongoing study with the University of Miami. In collaboration with university research institutes, Tassili said it intends to demonstrate that the clinical and physiological effects in PTSD and obsessive-compulsive disorder (OCD) is enhanced by timely measured dosages of psilocybin and cannabidiol, with superior clinical results as measured by objective outcomes.

The company said its vision is to administer a proven and proprietary combination of psilocybin and CBD in certified drug as well as psychotherapeutic clinics once human clinical trials are completed and the combination is approved by applicable regulatory agencies.

Management also believes that increased specificity to ensure approved, appropriate, standardized and dignified methods of treatment will result from novel delivery systems suiting recovery solutions to specific indications. Three of the company’s provisional patents relate to this important part of the drug to patient relationship.

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