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.
