Filament Health Corp (NEO:FH, OTCQB:FLHLF) has inked a definitive securities purchase agreement for senior secured convertible notes, securing up to $14.4 million from Helena Global Investment Opportunities 1 Ltd in preparation for its Nasdaq listing.
The note financing is expected to close before the proposed business combination with Jupiter Acquisition Corporation and 1427702 B.C. Ltd.
The natural psychedelic drug development firm also completed a C$900,000 non-brokered private placement and announced its Founder Offering to raise US$900,000 through unsecured convertible notes.
“(T)hese financings mark significant de-risking milestones, propelling us toward the execution of the proposed business combination and our anticipated listing on Nasdaq,” CEO Ben Lightburn said in a statement.
“At the same time, they greatly reinforce our capacity to move forward with internal operational and drug development programs."
The note financing will consist of six tranches, with the first two expected to close in December 2023. The notes bear 10% interest per annum, with a 12-month term, and can be converted into common shares.
Filament plans to use the proceeds for drug development programs and the business combination.
The company also closed a private placement, issuing 5,999,998 units at C$0.15 per unit, raising C$900,000. Each unit includes one common share and one common share purchase warrant exercisable at C$0.20 until December 5, 2026.
In the founder offering, TopCo, an affiliate, plans to raise US$900,000 through unsecured convertible notes. The founder notes bear 10% interest, a 12-month term, and can be converted into TopCo shares at USD$2 per share.
TopCo may redeem the founder notes at 105% of the principal amount.
Filament's Special Committee unanimously recommended the business combination, reconfirmed by the Board, and Filament anticipates closing on December 11, 2023.