Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization in the US
Numinus Wellness Inc. (TSX-V:NUMI, OTC:LKYSF) said it is expanding its presence in the US with the acquisition of Novamind, which owns a network of mental health clinics and research sites, in an all-stock deal worth just over C$26 million.
The acquisition brings the Numinus network to 13 wellness clinics, four research sites, and one bioanalytical laboratory in North America.
In a statement, Vancouver- and Toronto-based Numinus said the two companies have a “shared mission” of responsibly reintroducing psychedelic therapy to mental healthcare.
“Since Numinus began, we have always strived to be the most trusted, evidence-based leader in psychedelic-assisted therapy and medicine,” CEO Payton Nyquvest said. “The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong US platform through eight established, reputable, efficiently operating and revenue-producing clinics. We prioritize working with the best partners in this industry and Novamind’s US market presence, complementary client programming and respected clinical research capabilities allow us to accelerate our strategic growth plans and broaden access to healing and wellness.”
Novamind provides ketamine-assisted psychotherapy and other novel treatments through its network of integrative mental health clinics and operates a full-service contract research organization, which specializes in clinical trials and evidence-based research for psychedelic medicine. The group is currently hosting clinical trials for MDMA through MAPS Public Benefit Corporation, psilocybin with the Usona Institute, LSD for MindMed (NASDAQ:MNMD, NEO:MMED) and ketamine with the University of Utah.
On the clinical front, the company will continue developing and scaling psychedelic therapy protocols and procedures for screening, preparation, dosing and integration targeting difficult-to-treat mental health conditions. Operationally, Numinus said the combined company will benefit from a centralized client care center.
The company’s Utah clinics have secured approval for direct billing of intravenous (IV) ketamine for treatment-resistant depression from four major health insurance providers, Numinus added.
As for financials, Novamind reported revenue of C$7.9 million in revenue over the last four quarters, which, combined with Numinus’s $2.1 million totals nearly C$10 million in pro-forma revenue.
The acquisition is expected to generate C$3 million in annual cost synergies, Numinus told investors.
Under the terms of the agreement, shareholders of Novamind will receive 0.84 of a common share of Numinus for each Novamind share held, implying an offer price of $0.44 per Novamind share. Once the transaction takes effect, Novamind shareholders will hold approximately 18% ownership in the pro-forma company on a fully diluted in-the-money basis.
Numinus’ executive team and board will remain in place, with the company being led by CEO Payton Nyquvest. Certain Novamind personnel have entered into employment agreements that will become effective on closing.
“The combination of Novamind’s network of mental health clinics and research sites in the US and Numinus’ leadership in psychedelic-assisted psychotherapy in Canada creates a best-in-class company,” Yaron Conforti, CEO of Novamind said. “The combined entity is supported with over C$50 million in pro-forma capital and positioned with distinct capabilities to serve a growing and diverse group of stakeholders. We are excited to join Numinus, a true leader in mental health innovation.”
The transaction is expected to close in June 2022.
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