An emerging CBD company Heavenly Rx, a subsidiary of SOL Global Investments, plans to take over a Nasdaq-traded pharmaceutical corporation, Therapix Biosciences Ltd (NASDAQ: TRPX), focused on developing cannabinoid pharmaceuticals.

WHO: Heavenly Rx is a dynamic CBD wellness company redefining the CPG marketplace with a “Seed to Shelf” approach that partners pioneering farm technology with innovative brand design. Led by Paul Norman, former President of Kellogg Company’s North American business, the company holds controlling ownership interests in various industry-leading assets in the hemp/CBD and THC-free cannabinoid wellness space. Its focus is on developing a diverse range of CBD-branded products, including oils, tinctures, balms, as well as products across numerous consumer product group verticals, including nutritional food and beverage products.

Therapix Biosciences is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. Their focus is creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the company is currently engaged in the following drug development programs based on tetrahydrocannabinol (THC): THX-110 for the treatment of Tourette syndrome (TS), for the treatment of obstructive sleep apnea (OSA), and for the treatment of pain; and THX-160 for the treatment of pain.

SOL Global is an international investment company with a focus on investing in cannabis and cannabis-related companies in legal US states, the hemp and CBD marketplaces, and the emerging European cannabis and hemp marketplaces with an objective of providing shareholders with a long-term return through capital appreciation, dividends, and interest from its investments. If SOL Global believes there is a strategic reason to do so, it may also invest in companies not in the cannabis sector.

WHY: Combining Therapix into Heavenly Rx will expand the new entity’s wellness investments.

IN THEIR OWN WORDS: “Boasting a high caliber CPG management team, Heavenly Rx is uniquely positioned to advance its leadership position in the expanding hemp CBD market. This is a massive market opportunity, with retail sales of hemp CBD in the United States that are expected to surpass $4 billion in 2019—more than double the 2018 sales—and is expected to reach approximately $20 billion by 2024, according to projections from Archview Market Research/BDS Analytics,” said Ascher Shmulewitz, MD, PhD, Therapix Chairman and interim CEO. “I am confident the proposed merger with Heavenly Rx, if consummated, would be in the best interest of and presents a tremendous opportunity for Therapix shareholders to invest in a proven management team and to actively participate in the burgeoning hemp CBD market. At the same time, Therapix is actively exploring options to monetize its valuable portfolio of proprietary IP and related technology assets.”

Paul Norman, Chief Executive Officer of Heavenly Rx, added, “Today’s announcement marks the opportunity for Heavenly Rx to become a public company. It was just a matter of finding the right company to go forward with and we have found a great partner with Therapix.”

DETAILS:

• Heavenly Rx will execute a reverse takeover of Therapix Biosciences.
• The deal will begin with an initial share exchange between the two companies. Afterward, Therapix will issue up to 20% of its shares backed by US currency, called American depositary shares. Therapix would use the proceeds to acquire an interest in Heavenly Rx.
• SOL Global Investments Corp had a 40.7% stake in Heavenly Rx.
• This follows a series of acquisitions and investments by Heavenly Rx over the past several months, focusing on food and wellness companies.
• Subject to the successful completion of the proposed business combination, the parties intend the company to be renamed Heavenly Rx, Ltd., with Mr. Norman serving as Chief Executive Officer of the combined business.
• Clive Sirkin, a seasoned global CPG executive who most recently served as Chief Growth Officer for the Kellogg Company, will join Heavenly Rx’s board of directors. Prior to Kellogg, Mr. Sirkin served as the Chief Marketing Officer of Kimberly-Clark.