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5 minutes till close, we were at .0915(.12cad) but we closed at .081(.1cad). Canadians just won't let this close above .10cad smh.
PHARMADRUG APPOINTS WORLD-RENOWNED DMT EXPERT DR. STEVEN A. BARKER TO ITS SCIENTIFIC ADVISORY BOARD FOR PSYCHEDELIC PHARMACEUTICALS
https://money.tmx.com/en/quote/BUZZ:CNX/news/5087803477153092/PharmaDrug_Appoints_WorldRenowned_DMT_Expert_Dr_Steven_A_Barker_to_Its_Scientific_Advisory_Board_for_Psychedelic_Pharmaceuticals
Toronto, Ontario--(Newsfile Corp. - February 8, 2021) - PharmaDrug Inc. (CSE: BUZZ) (OTC Pink: LMLLF) ("PharmaDrug" or the "Company"), a specialty pharmaceutical company focused on the research, development and commercialization of controlled-substances and natural medicines such as psychedelics, cannabis and naturally-derived approved drugs, is pleased to announce that is has appointed world-renowned chemist and neuroscientist Dr. Steven A. Barker, Ph.D. to the Company's newly-formed scientific advisory board for psychedelic pharmaceuticals to lead the research and development initiatives of N,N-Dimethyltryptamine ("DMT") for mental health, neurological and inflammatory disorders.
Dr. Steven Barker, Ph.D. has been actively involved in the research of psychedelics with a primary focus on DMT since 1976. Dr. Barker, who appeared in the 2010 documentary "DMT: The Spirit Molecule," which was hosted by actor and commentator Joe Rogan, is Professor Emeritus at Louisiana State University in the Department of Comparative Biomedical Sciences at the School of Veterinary Medicine. He held the Everett D. Besch Distinguished Professor award between 2000 and 2006 for his research into the Neurochemistry of hallucinogens, which he continues today in collaboration with academic research institutions.
"I am very excited to join PharmaDrug to lead their research initiatives in unlocking the potential of DMT as a pharmaceutical for various mental health, neurological and inflammatory disorders," said Dr. Steven A. Barker, Ph.D. "I have been involved in the research with DMT for over 40 years and my belief in DMT's potential still holds to this day and even after retirement from LSU I continue to be involved in both the mechanistic and clinical research of DMT with leading academic research institutions across the world."
"We are honoured to have Dr. Barker join our scientific advisory board and lead our psychedelic pharmaceuticals program with a focus on DMT," said Daniel Cohen, CEO of PharmaDrug. "We are quickly laying the groundwork in building a foundation that will enable us to focus our research efforts with DMT and partnering with leading research institutions to achieve our objectives in advancing the clinical development of DMT as a pharmaceutical for unmet medical needs."
DMT (N,N-Dimethyltryptamine), also referred to as the "spirit molecule" due to the intense psychedelic experience similar to lysergic acid diethylamide ("LSD") or psilocybin, is a hallucinogenic tryptamine drug that occurs naturally in plants and animals. In scientific studies at lower doses DMT was shown to have mood-elevating and calming properties and it now being evaluated to treat depression and other neuropsychiatric disorders.
The Company's psychedelic pharmaceutical strategy will focus on DMT by expanding its product pipeline through pre-clinical and clinical research and licensing, forming research collaborations with academic institutions and industry, broadening its intellectual property portfolio with unique formulations, novel uses and delivery systems, and adding medical and clinical experts to its scientific advisory board.
Capitalization 2/4/2021
Issued & Outstanding: 325,862,983
Reserved for Issuance: 160,701,540
https://thecse.com/en/listings/life-sciences/pharmadrug-inc
Alot of ongoing developments and the company wants to be transparent and let us shareholders know what's going on!
Again ? So many news
PharmaDrug Signs Supply Agreement with Global Cannabis Supplier and Provides Update on German Operations and Balance Sheet Improvements
https://webfiles.thecse.com/sedar_filings/00032549/2102040526530534.pdf
Toronto, Ontario--(Newsfile Corp. - February 4, 2021) - PharmaDrug Inc. (CSE: BUZZ) (OTC Pink:LMLLF) ("PharmaDrug" or the "Company") has entered into a supply agreement (the "Supply Agreement") on January 4, 2021, with a Canadian based multinational cannabis company for EU-GMP certified medical cannabis. The supply is already registered and approved for sale in the German market.
Pursuant to the Supply Agreement, the Company's licensed German distributor, Pharmadrug Production GmbH ("Pharmadrug Production") will purchase branded medical cannabis from the supplier's German subsidiary. Pharmadrug Production has already received regulatory approval to distribute the
cannabis and the product has been added to their license. The flower will be imported into Germany by the global supplier and sold under the supplier's medical cannabis brand. The Company expects to begin receiving shipments of cannabis shortly with the goal of commencing distribution to its pharmacy network in the current quarter of 2021. In anticipation of increased inventory, the Company will be expanding the sales and marketing operations within its German cannabis distribution segment.
As previously disclosed, PharmaDrug's primary obstacle to significant growth of its cannabis distribution business is the lack of supply. As such, management sought to increase its supply through additional channels of already approved product while it continued to work on importing its own branded supply. Management is confident that the new flower is ideally suited for the quality requirements of the German market. The Company also expects to be able to distribute the supplier's THC extract oils and anticipates being able to access this product in the next two to three months.
Chairman and CEO Daniel Cohen commented, "We are extremely excited to begin selling the new product and to increase our offering beyond Bedrocan. Carrying a second line of medical cannabis will allow us to significantly increase our sales volumes, revenue, profit margins, and to expand our
pharmacy network as we prepare to begin importing our own product."
Mr. Cohen continued: "We will continue to work to expand our supply channels with the aim of supplying several key brands as well as developing our own. Our goal is to be a one stop shop for pharmacies seeking medical cannabis. To this end, we also continue to work with Eve & Co Incorporated to register our own strain from Eve's offerings, and much progress has been made in this regard. We are also in advanced discussions with emerging extractors within the Eurozone to supply us with a white label product that we can sell under our own brand."
CBD Business
The company has also made significant advancements towards launching a CBD line. The CBD business model will differ from PharmaDrug's Medical Cannabis busines as it will seek to be a supplier of branded product to be sold via distributors and e-commerce platforms. A quality supplier has been sourced and Pharmadrug Production is already in possession of its first shipment of bulk inventory. The product has been tested by several potential distribution partners and the feedback has been positive. Management is in the process of registering the product for approval with the applicable state regulator. Once approval has been obtained, the Company will finalize distribution agreements and begin to package the product for retail sale under a proprietary PharmaDrug brand.
Balance Sheet Update
PharmaDrug's balance sheet has undergone a significant improvement since it reported its third quarter numbers. Firstly, the selling of marketable securities and the exercising of the Company's warrants have contributed to an increase of cash on the balance sheet, now equaling approximately $3.5 million. Secondly, the Interrobang debentures have been converted into equity resulting in approximately $2.5 million in debt being eliminated. The Company still holds marketable securities with a current value of over $1 million dollars and PharmaDrug has "in the money warrants" outstanding which can potentially bring in approximately $1 million in additional cash. Management believes it has more than enough cash on hand to fund all its activities in 2021.
PharmaDrug Completes Acquisition of Sairiyo
Therapeutics Inc.
Toronto, Ontario--(Newsfile Corp. - February 2, 2021) - PharmaDrug Inc. (CSE: BUZZ) (OTC: LMLLF) ("PharmaDrug" or the "Company"), a specialty pharmaceutical company focused on the development and commercialization of controlled-substances and natural medicines such as psychedelics, cannabis and naturally-derived approved drugs, today announced that it has completed the previously announced (see press releases dated January 12, 2021 and January 25, 2021) acquisition of Sairiyo Therapeutics Inc. ("Sairiyo") on February 2, 2021.
Sairiyo is a biotechnology company focused on repurposing and developing improved formulations of naturally derived compounds for serious, rare, and life-threatening diseases with the aim to obtain European Medicines Evaluation Agency and U.S. Food and Drug Administration ("FDA") approval. Sairiyo is advancing the clinical development of its lead drug candidate, Cepharanthine, a repurposed and reformulated naturally-derived compound for the potential treatment of cancer, neurological, inflammatory and infectious diseases.
Cepharanthine is a natural product and an approved drug used for more than 70 years in Japan to treat a variety of acute and chronic diseases. In clinical research, Cepharanthine exhibits multiple pharmacological properties including anti-oxidative, anti-inflammatory, immuno-regulatory, anti-cancer, anti-viral and anti-parasitic properties. Sairiyo has an exclusive license from a research and development organization to develop and commercialize reformulated Cepharanthine for all diseases and exclusive rights to the patent, method of manufacturing, clinical supply, pre-clinical data and know how to support FDA clinical trials.
Sairiyo is currently focused on advancing the clinical development of Cepharanthine to treat rare cancer diseases. Sairiyo recently received FDA orphan drug designation for Cepharanthine in the treatment of esophageal cancer.
Chairman and CEO Daniel Cohen commented, "We are extremely excited to close the acquisition of Sairiyo and enter into a new phase for PharmaDrug. The acquisition helps complete PharmaDrug's business model by adding a vertical in research and development."
Management will immediately move to integrate Sairiyo into the Company with a goal to refine its Cepharanthine strategy including, but not exclusively, advancing the drug into FDA clinical trials for esophageal cancer. Management will also actively seek other avenues for the drug's diverse opportunities. PharmaDrug and Sairiyo have also already begun to develop a strategy to commence unique and value adding research in the psychedelic space.
Under the terms of the agreement, PharmaDrug acquired all of the issued and outstanding shares of Sairiyo in consideration for the issuance of an aggregate of 75,000,000 units of PharmaDrug ("Units"). Each Unit is comprised of one common share of Pharmadrug and one common share purchase warrant (a "Warrant") of Pharmadrug. Each Warrant entitles the holder thereof to acquire one common share in the capital of Pharmadrug at any time on or before the August 2, 2022 at an exercise price of $0.10 per share.
Sharecount is 322,587,183 now as of 1/26/2021. Still haven't gotten the float.
https://webfiles.thecse.com/210126_CSE_Form_9_-_Sairiyo_-_4827-0976-8408_3.pdf?.SR6E5Thj7S0RJl5wCTli54SqCVjfmE6
Let’s get it
PHARMADRUG ENTERS DEFINITIVE AGREEMENT FOR ACQUISITION OF SAIRIYO THERAPEUTICS INC. WHO RECENTLY RECEIVED ORPHAN DRUG DESIGNATION FROM FDA FOR ESOPHAGEAL CANCER
https://webfiles.thecse.com/210125_BUZZ_Sairiyo_PR_definitive_agreement.pdf?IQ6kihXJgb292j2NVkGy2nzdoz9uF1ob
Toronto, Ontario--(Newsfile Corp. - January 25, 2021) - PharmaDrug Inc. (CSE: BUZZ) (OTC:LMLLF) ("PharmaDrug" or the "Company"), a specialty pharmaceutical company focused on the development and ommercialization of controlled-substances and natural medicines such as psychedelics, cannabis and naturally-derived approved drugs, today announced that it has entered into the definitive agreement in respect of the previously announced (see press release dated January 12, 2021) proposed acquisition of Sairiyo Therapeutics Inc. (“Sairiyo”) on January 12, 2021. Management of the Company believe that the proposed acquisition will strengthen PharmaDrug's product pipeline, intellectual property portfolio and pharmaceutical development expertise.
Sairiyo is a biotechnology company focused on repurposing and developing improved formulations of naturally derived compounds for serious, rare, and life-threatening diseases with the aim to obtain European Medicines Evaluation Agency and U.S. Food and Drug Administration (“FDA”) approval. Sairiyo is advancing the clinical development of its lead drug candidate, Cepharanthine, a repurposed and reformulated naturally derived compound for the potential treatment of cancer, neurological, inflammatory and infectious diseases. Research and development efforts will be led by Dr. Paul Van Slyke. Dr. Van Slyke is a biotechnology entrepreneur, scientist, and serial inventor. A previous biotech co-founder and Chief Scientific Officer, Dr. Van Slyke brings to Sairiyo a breadth of experience in preclinical and IND-enabling activities. Paul’s previous research interests, complementary to those of Sairiyo, span a number of indications including acute respiratory distress syndrome, acute kidney injury, vascular inflammatory disease, sepsis and oncology. More information about Sairiyo is available on the company’s website which is located at www.sairiyothera.com
Cepharanthine is a natural product and an approved drug used for more than 70 years in Japan to treat a variety of acute and chronic diseases. In clinical research, Cepharanthine exhibits multiple pharmacological properties including anti-oxidative, anti-inflammatory, immunoregulatory, anti-cancer, anti-viral and anti-parasitic properties.1 Sairiyo has an exclusive license from a research and development organization to develop and commercialize reformulated Cepharanthine for all diseases and exclusive rights to the patent, method of manufacturing, clinical supply, pre-clinical data and know-how to support FDA clinical trials.
Sairiyo is currently focused on advancing the clinical development of Cepharanthine to treat rare cancer diseases. Sairiyo recently received FDA orphan drug designation for Cepharanthine in the treatment of esophageal cancer.
The global esophageal cancer drugs market is estimated to grow by USD $1.5 billion during 2019-2023 (Technavio 2019). According to the World Health Organization, esophageal cancer is currently the sixth most common cause of cancer death in the world and is estimated to have caused over 508,000 deaths in 2018. The American Cancer Society estimates that there will be approximately 18,000 new cases diagnosed in [insert time frame], and approximately 16,000 deaths with an estimated 20% survival rate at least five years after a diagnosis.
Sairiyo is preparing its pre-Investigational New Drug (“pre-IND”) meeting request and pre-IND briefing documents for submission to the FDA to support the clinical development of Cepharanthine in certain cancers and infectious diseases.
Sairiyo will also support PharmaDrug’s initiatives of evaluating novel uses of psychedelic and cannabinoid compounds and delivery systems.
Daniel Cohen, Chairman and CEO of PharmaDrug commented, “PharmaDrug is extremely excited to work with the Sairiyo team upon the closing of the acquisition on several fronts. Firstly, to prepare for the upcoming FDA pre-IND meeting request and secondly to explore other opportunities for Cepharanthine and its immense potential across various rare and life-threatening diseases. The Company also plans to use Sairiyo’s clinical research capabilities to potentially launch clinical studies in the pharmaceutical psychedelic space”.
Under the terms of the agreement, PharmaDrug proposes to acquire all of the issued and outstanding shares of Sairiyo in consideration for the issuance of an aggregate of 75,000,000 units of PharmaDrug ("Units"). Each Unit will be comprised of one common share of PharmaDrug and one common share purchase warrant (a "Warrant") of PharmaDrug. Each Warrant will entitle the holder thereof to acquire one common share in the capital of PharmaDrug at any time on or before the 18 month anniversary of the issuance of the Warrants at an exercise price of $0.10 per share. Following completion of the transaction Sairiyo will be a wholly-owned subsidiary of the Company.
Completion of the transaction is subject to customary closing conditions, including completion of due diligence, negotiation of definitive agreements and receipt of all necessary approvals. If such conditions are not satisfied it is possible that the proposed transaction will not be completed on the terms set forth herein or at all. The parties anticipate that the transaction will be completed in by the end of January 2021.
MONTHLY PROGRESS REPORT
https://webfiles.thecse.com/201231_Pharmadrug_CSE_Form_7_-_Monthly_Progress_Report_-_December.pdf?SlcTCmxqWsYZewWKQS3DQK7gjdgR7GCK=
Name of Listed Issuer: Pharmadrug Inc. (the “Issuer”).
TradingSymbol: BUZZ
Number of Outstanding Listed Securities: 240,002,183
Date: December 31, 2020
Report on Business
1. Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose
this fact.
On December 15, 2020, Pharmadrug Inc. (“Pharmadrug”, “We” or the “Company”) provided certain updates following the recent general equity market upswing and the increase in the Company’s volume and share price appreciation. Recent market activity has served to significantly strengthen Pharmadrug's
balance sheet and improve its ability to execute on its current business plan.The market has contributed to increased balance sheet strength is four distinct ways. Firstly, the Company raised in excess of $850,000 by selling marketable securities it owned. Secondly, the Company holds 4.24 million shares of Red Light Holland Corp. (“RLH”) of which it has not yet sold any shares. The Company also holds 4.24 million warrants of RLH exercisable at a price of $0.26 per share. Thirdly, the Company received numerous conversion notices of its outstanding debentures which have a conversion feature at $0.05 per share. As a result, the Company has already seen a material decrease in its outstanding debt. Lastly, the Company had a sizeable amount of $0.05 warrants in the market which had since been exercised. With a large increase in its cash balance at year-end, management plans to use increased cash position to execute on a more aggressive growth plan in Germany and the Netherlands.
The Company is in the final stages of adding additional Medical Cannabis lines and has already started negotiations to add to its product offering to pharmacies narcotics lines outside of the Cannabis space. Management will look to add more salespeople in country and to accelerate activities to add more product lines to build out a larger and more diversified pharmaceutical distribution company, which we expect to include pharmaceutical psychedelic products as they become legally available in Germany. In the Netherlands, the Company is continuing to advance on building out and launching its online psychedelics retail platform. We have also shortlisted locations for a flagship store in Amsterdam. Management will use increased liquidity to accelerate growth plans in 5 follow on cities in the country and has will contemplate strategic moves to vertically integrate and broaden out its psychedelics business model in The Netherlands before expanding into other countries.
2. Provide a general overview and discussion of the activities of management
Pharmadrug is building a European controlled substances company with a focus on medical cannabis and psychedelics:
In the medical cannabis side of business, the Company currently sources and wholesales products to pharmacies in Germany with a strategy to launch and
develop its own brand of cannabis for distribution in Germany and other legal jurisdictions in the European Union (“EU”); and
In the psychedelics domain, the Company intends to utilize a unique twopronged approach: (i) the first approach will be to capitalize on markets in the
Netherlands through consolidation of legalized adult-use psychedelic dispensaries; (ii) secondly, as products get developed and achieve regulatory approval or get legalized in jurisdictions across the Eurozone, the Company will seek to utilize its controlled substance import and distribution license to establish a pharmaceutical psychedelic business.
Medical Cannabis:
Management’s thesis is that the European medical cannabis market will soon command significant attention. Europe is home to more than 740 million people, a population which is more than double that of the United States and Canada combined. Industry analysts expect Europe to be one of the largest consumers of medical cannabis around the world in the coming decade.
As Pharmadrug continues to develop business in Germany, management believes that the Company will see significant growth in 2021. A new sales team
was put in place in late 2019, and to date, it has been executing on a new strategic plan. The Company has grown its Bedrocan business, and the number of
pharmacies in its distribution network had more than tripled to over 300. However, as Bedrocan’s supply is becoming increasingly limited, it has served as
an impediment to growth. The third quarter of 2020 saw more volatility in sales volume as the Company frequently ran out of inventory and had to wait longer
for smaller shipments from the Netherlands. Demand is currently outstripping supply. The Company believes it already has enough of a distribution network
to achieve profitability, but needs to secure more sources to satisfy demand.
In order to address short-term needs for additional supply, the Company had decided to secure a second wholesale source of cannabis directly from another
LP for products under their brand. While negotiations with the first LP ended without an agreement, the Company is now in talks with another major North
American LP and is optimistic it can secure an agreement soon. The Company has also been working on sourcing product from within the Eurozone. Management was in advanced discussions with two emerging LPs operating out of Denmark, but is still trying to determine if they can produce the type of end
product that suits the Company’s needs. The Company is also in advanced discussions with producers in both Spain and Portugal, and is hopeful it can
source product from one of those countries in the short term.
In order to take advantage of the Company’s full narcotics license and capabilities, management is actively sourcing products to distribute outside of the
cannabis space. We believe our growing pharmacy network would be underutilized by merely focusing on cannabis and the path to significant growth and
profitability would be more easily achieved with a broadened product offering. We will make certain to only take on product lines that compliment a cannabis
offering. We have already began discussions with suppliers within Europe and have been consulting with pharmacies in our network to ascertain which products they believe could support a new supply source.
Psychedelics:
The Company intends to utilize a unique two-prong approach. The first, with Super Smart, will be to capitalize on markets in the Netherlands through the
development of an adult-use Smart Shop brand, brick and mortar chain and an online retail platform. Secondly, in Germany and across the Eurozone, the
Company will seek to use Pharmadrug GmbH’s controlled substance import and distribution license to build a pharmaceutical psychedelics business as
jurisdictions in the EU legalize psychedelics and pharmaceutical psychedelics pass through clinical testing. Pharmadrug GmbH recently passed its EuGMP
inspection and has secured its certification for another three years. This gives the Company the ability to third party source narcotics and package them under its own brand.
Super Smart took effective control of its first smart shop on October 1, 2020. The Smart Shop is located in the Town of Tiel, a municipality in central Netherlands, and will serve as an initial platform for Super Smart to build out and refine its new smart shop vision and a springboard to develop its brand and operations. Over the past few months, Super Smart has laid much of the groundwork needed to purchase the first store and as such began developing
the organizational structure that will enable the company to make several more purchases and scale up more efficiently. The work includes hiring a country
manager, setting up corporate structures, template legal contracts, financial controls and bank accounts.
For several strategic reasons, the Company entered into the RLH Share Exchange with RLH. The two companies recognize the complimentary nature of
their respective business models in the Dutch psychedelic market and will seek to collaborate on strategic initiatives. RLH’s strategy to be a premier grower of psychedelic truffles with microdose packaging fits well with Super Smart’s vision of elevating the Smart Store experience by introducing new products and an educational approach. Together, the two companies plan to develop and foster a new market segment that seeks to use psilocybin to either attempt to potentially treat medical conditions holistically or to increase cognitive performance. On a combined basis, we can better execute on educating the market and increasing the profile of psychedelics and psilocybin in the Netherlands at first followed by other markets as they legalize.
3. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.
Pharmadrug plans to grow its distribution platform beyond Germany into other EU countries. Pharmadrug GmbH, its German subsidiary, is a Schedule I Narcotics distributor which allows the German business to export GMP medical cannabis to other EU countries as and when those countries legalize cannabis.The latest supply agreements with Canada House Wellness Group Inc., My Green Fields Ltd. and NMC will allow Pharmadrug to provide its German distribution base with additional supply under its own Cannabion brand in a market that remains short in supply. It will also provide access to oils and extracts to serve German pharmacies as well as to other markets in the Eurozone. The Company has recently expanded its sales efforts in effort to enable broader distribution.
4. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.
None noted
5. Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.
None noted.
6. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.
None noted.
7. Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship.
None noted.
8. Describe the acquisition of new customers or loss of customers.
None noted.
9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.
None noted.
10. Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.
None noted.
11. Report on any labour disputes and resolutions of those disputes if applicable.
None noted.
12. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.
None noted.
13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.
None noted.
14. Provide details of any securities issued and options or warrants granted.
Security Number Issued Details of Issuance Use of Proceeds (1)
Common shares 12,400,000 Issuance on conversion of debentures into units (1 share and ½ warrant). N/A
Warrants 6,200,000 Issuance on conversion of debentures into units (1 share and ½ warrant). N/A
Common shares 400,000 Issuance of units via exchange N/A
Common shares 23,996,805 Issuance on exercises of warrants $1,199,840
15. Provide details of any loans to or by Related Persons.
None noted.
16. Provide details of any changes in directors, officers or committee members.
None noted.
17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends. For more information related to certain risks and uncertainties that are inherent to the Company’s industry, please refer to the “Risk Factors” section of the Management’s Discussion and Analysis filed quarterly on SEDAR.
In addition, on January 30, 2020, the World Health Organization declared that the recent COVID-19 outbreak was a global health emergency, recognizing that the disease represents a risk outside of China, where it emerged in the last couple of months. Companies across various industries could be impacted materially by the coronavirus.
COVID-19’s known and unknown impact on earnings, costs, employees, supply chains, customers and other stakeholders, as well as other business matters,
may be material for the Issuer, and may have a material impact on the Issuer’s gross earnings, net earnings and other business matters. Environmental, social and governance factors may also impact the Issuer’s operations in the near future.
PharmaDrug Announces LOI to Acquire Sairiyo
Therapeutics Inc.
https://webfiles.thecse.com/sedar_filings/00032549/2101120505348964.pdf
Toronto, Ontario--(Newsfile Corp. - January 12, 2021) - PharmaDrug Inc. (CSE: BUZZ) (OTC Pink:
LMLLF) ("PharmaDrug" or the "Company"), a specialty pharmaceutical company focused on the
development and commercialization of controlled-substances and natural medicines such as
psychedelics, cannabis and naturally-derived approved drugs, is pleased to announce that it has entered
into a binding letter of intent (the "LOI"), dated January 11, 2021, to acquire Sairiyo Therapeutics Inc.
("Sairiyo") (the "Acquisition").
Sairiyo is a biotechnology company focused on repurposing and developing improved formulations of
naturally derived compounds for serious, rare, and life-threatening diseases with the aim to obtain
European Medicines Evaluation Agency and U.S. Food and Drug Administration ("FDA") approval.
Sairiyo is advancing the clinical development of its lead drug candidate, Cepharanthine, a repurposed
and reformulated naturally-derived compound for the potential treatment of cancer, neurological,
inflammatory and infectious diseases. Cepharanthine is a natural product and an approved drug used for
more than 70 years in Japan to treat a variety of acute and chronic diseases. In clinical research,
Cepharanthine exhibits multiple pharmacological properties including anti-oxidative, anti-inflammatory,
immuno-regulatory, anti-cancer, anti-viral and anti-parasitic properties. Sairiyo has an exclusive license
from a research and development organization to develop and commercialize reformulated
Cepharanthine for all diseases and exclusive rights to the patent, method of manufacturing, clinical
supply, pre-clinical data and know-how to support FDA clinical trials. Sairiyo has applied for FDA orphan
drug designation of Cepharanthine in certain cancer indications and is also leveraging its expertise in
drug discovery by evaluating novel uses of psychedelic and cannabinoid compounds for unmet medical
needs.
"The proposed acquisition of Sairiyo Therapeutics builds on our foundation of developing and
commercializing controlled substances and naturally-derived medicines in Europe while expanding our
opportunities with an FDA focused strategy and leveraging Sairiyo's expertise in the discovery and
development of novel uses and reformations of naturally-derived compounds for significant clinical unmet
needs, thus paving the way for PharmaDrug to become a fully-integrated specialty pharmaceutical
company," said Daniel Cohen, Chairman and CEO of PharmaDrug.
Under the terms of the LOI, PharmaDrug proposes to acquire all of the issued and outstanding shares of
Sairiyo in consideration for the issuance of an aggregate of 75,000,000 units of PharmaDrug ("Units").
Each Unit will be comprised of one common share of PharmaDrug and one common share purchase
warrant (a "Warrant") of PharmaDrug. Each Warrant will entitle the holder thereof to acquire one
common share in the capital of PharmaDrug at any time on or before the 18 month anniversary of the
issuance of the Warrants at an exercise price of $0.10 per share. Following completion of the
transaction Sairiyo will be a wholly-owned subsidiary of the Company.
Completion of the transaction is subject to customary closing conditions, including completion of due
diligence, negotiation of definitive agreements and receipt of all necessary approvals. If such conditions
are not satisfied it is possible that the proposed transaction will not be completed on the terms set forth
herein or at all. The parties anticipate completing the definitive agreements within the next 30 days, and
anticipate that the transaction will be completed in the first quarter of 2021.
Pharmadrug Provides Corporate Update and Balance Sheet Status
Toronto, Ontario--(Newsfile Corp. - December 15, 2020) - Pharmadrug Inc. (CSE: BUZZ) (OTC Pink:
LMLLF) ("PharmaDrug" or the "Company") is pleased to provide an update to the status of its balance
sheet following the recent general equity market upswing and the increase in PharmaDrug's volume and
share price appreciation.
Recent market activity has served to significantly strengthen PharmaDrug's balance sheet and improve
its ability to execute on its current business plan. The market has contributed to increased balance sheet
strength is four distinct ways. Firstly, PharmaDrug was able to raise in excess of $850,000 by selling
marketable securities that the Company valued on its Q3 financials at $200,000, due to a subsequent
increase in the value of the shares. Secondly, the Company holds 4.24 million shares of Red Light
Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTC:TRUFF), of which it has not yet sold any shares. The
Company also holds 4.24 million warrants of Red Light Holland exercisable at a price of $0.26 per
share. Thirdly, the Company is now receiving conversion notices of its outstanding debentures which
have a conversion feature at $0.05 per share. As a result, the Company has already seen a material
decrease in its outstanding debt since Q3 financials. We will update the market on the debenture
principal outstanding prior to year-end. Lastly, the company has a sizeable amount of $0.05 warrants in
the market and management has already received a number of exercise notices. In summary,
management expects to see a large increase in its cash balance by year-end with a greatly reduced
outstanding debt balance.
Management plans to use increased cash position to execute on a more aggressive growth plan in
Germany and the Netherlands. The Company is in the final stages of adding additional Medical
Cannabis lines and has already started negotiations to add to its product offering to pharmacies
narcotics lines outside of the Cannabis space. Management will look to add more salespeople in country
and to accelerate activities to add more product lines to build out a larger and more diversified
pharmaceutical distribution company, which we expect to include pharmaceutical psychedelic products
as they become legally available in Germany.
In the Netherlands, the Company is continuing to advance on building out and launching its online
psychedelics retail platform. We have also shortlisted locations for a flagship store in Amsterdam.
Management will use increased liquidity to accelerate growth plans in 5 follow on cities in the country and
has will contemplate strategic moves to vertically integrate and broaden out its psychedelics business
model in The Netherlands before expanding into other countries.
PHARMADRUG INC. PROPOSES A STRATEGIC MUTUAL INVESTMENT WITH
RED LIGHT HOLLAND CORP
https://webfiles.thecse.com/200715_Press_release_Red_Light.pdf?CJs0Df7tX64974GxewFG.wWJOptbyYvo
Toronto, Ontario - (July 15, 2020) - PharmaDrug Inc. (CSE: BUZZ) (OTC: LMLLF) ("PharmaDrug" or the
“Company”) is pleased to announce that it has entered into a share exchange agreement with Red Light
Holland Corp. ("RLH") (CSE:TRIP), an Ontario-based corporation positioning itself to engage in the
production, growth and sale of a premium brand of magic truffles to the legal, recreational market within the
Netherlands.
The two companies recognize the complimentary nature of their respective business models in the Dutch
psychedelic market and will seek to collaborate on strategic initiatives. RLH’s strategy to be a premier
grower of psychedelic truffles with microdose packaging fits well with Super Smart’s vision of elevating the
Smart Store experience by introducing new products and an educational approach. The two companies
plan to develop and foster a new market segment that seeks to use psilocybin to either attempt to potentially
treat medical conditions holistically or to increase cognitive performance. On a combined basis, the two
companies believe they can better execute on educating the market and increasing the profile of
psychedelics and psilocybin in The Netherlands at first followed by other markets as they open up.
Chairman and CEO of PharmaDrug said “I am extremely excited by this motion to cooperate and I look
forward to working closely with Todd (CEO and Director of RLH) to find ways to disrupt and expand the
market in psychedelics”.
Under the terms of the agreement, the Company will issue 9,333,333 units to RLH (the "PharmaDrug Units”)
at a price of $0.075 per PharmaDrug Unit, and RLH will issue 4,242,424 units (the "RLH Units") to the
Company. Each PharmaDrug Unit will consist of (i) one common share of PharmaDrug, (ii) 0.9 of a
PharmaDrug common share purchase warrant, with each whole warrant entitling the holder thereof to
acquire one common share of the Company at a price of $0.13 until 48 months after the issuance of the
warrants, and (iii) 0.1 of a PharmaDrug common share purchase warrant, each whole warrant entitling the
holder thereof to acquire one common share of PharmaDrug at a price of $0.08 until 48 months after the
issuance of the warrants. In addition, RLH subscribed for $200,000 of units of the Company, at a price of
$0.075 per unit, each unit consisting of (i) one common share of PharmaDrug, and (ii) one PharmaDrug
common share purchase warrant, each warrant entitling the holder thereof to acquire one common share
of PharmaDrug at a price of $0.08 until the date that is 48 months after the issuance of the warrants.
Each RLH Unit will consist of one common share in the capital of RLH (a “RLH Share”) and one RLH Share
purchase warrant (a “RLH Warrant”). Each RLH Warrant will entitle the holder to purchase one additional
RLH Share at an exercise price of $0.26 at any time until the date that is 48 months following its issuance,
subject to an accelerated expiry option. If, following the date that is four months and one day following the
date hereof, the volume weighted average trading price of the RLH Shares on the Canadian Securities
Exchange (the “CSE”) for any 10 consecutive trading days equals or exceeds $0.50, RLH may, upon
providing written notice to the holders of RLH Warrants, accelerate the expiry date of the RLH Warrants to
the date that is 30 days following the date of such written notice.
The Company intends to use the proceeds of the $200,000 investment for working capital and general
corporate purposes.
All securities of the Company issued pursuant to the above transaction are subject to a four-month hold
period under applicable securities laws expiring four months and one day after the closing.
Closing of the transaction is anticipated to occur on or about July 16, 2020.
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OTC: LMLLF CSE: BUZZ
https://www.pharmadrug.co/
https://thecse.com/en/listings/life-sciences/pharmadrug-inc
https://www.otcmarkets.com/stock/LMLLF/overview
Pharmadrug Inc., formerly Aura Health Inc., is a Canada-based company engaged in cannabis business. The Company, through its subsidiary Pharmadrug Production GmbH, is a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the European Union (EU). It owns interests in HolyCanna Ltd, which owns a cultivation and nursery license in Israel. The Company also owns Super Smart, a retail company that specialize in the sale of psychoactive substances, including psychedelic truffles in the Netherlands.
PharmaDrug is a specialty pharmaceutical company focused on the research, development and commercialization of controlled-substances and natural medicines PharmaDrug is a specialty pharmaceutical company focused on the research, development and commercialization of controlled-substances and natural medicines such as psychedelics, cannabis and naturally-derived approved drugs. The Company owns 80% of Pharmadrug Production GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license and German EuGMP certification allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU. The Company also owns 100% of Super Smart, a Dutch company building a modern adult use psychedelic retail business with an elevated and educational focus. PharmaDrug recently acquired Sairiyo Therapeutics, a biotech company that specializes in researching and reformulating established natural medicines with a goal of bringing them through regulatory and research driven clinical trials.
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