Pharmadrug Inc (LMLLF)

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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.