Psyence Biomedical signs term sheet for acquisition of Clairvoyant

Psyence Biomedical announced that the Company has entered into a conditional binding term sheet with privately-held Clairvoyant Therapeutics, a clinical-stage developer of psilocybin-based therapeutics based in Canada, for the proposed acquisition by Psyence Biomed of 100% of the shareholdings of Clairvoyant. As consideration for the Proposed Acquisition, Psyence Biomed will issue $500,000 of the Company’s common shares upon closing to Clairvoyant’s disposing shareholders, followed by potentially up to two share-based payments of $250,000 each upon the achievement of pre-specified milestones by December 2026. In addition, Psyence Biomed will advance funds in tranches of up to $1,800,000 in aggregate to Clairvoyant in order to settle its liabilities, which consist primarily of clinical trial costs. Clairvoyant is currently executing a Phase IIb clinical trial of a synthetic psilocybin-based candidate as a potential treatment for Alcohol Use Disorder. The company has completed the enrollment and treatment of 154 randomized double blinded subjects and topline results are anticipated in early 2025. Clairvoyant’s Phase IIb clinical trial is a 24-week, multi-center, randomized, double-blind, placebo-controlled, parallel-group study evaluating two administrations of 25mg psilocybin in conjunction with psychotherapy compared to placebo. Twelve study sites in E.U. and Canada are participating in the trial, which randomized 154 subjects with a moderate to severe diagnosis of AUD as measured by Diagnostic and Statistical Manual of Mental Disorders, 5th Edition criteria using Structured Clinical Interview for DSM-5 by the investigator. All study subjects expressed a desire to reduce or stop alcohol consumption. The Proposed Acquisition shall be subject to the conclusion of a definitive share purchase agreement between the parties based on the salient terms set out in the binding term sheet. The completion of the Proposed Acquisition is subject to several suspensive conditions, including board approval, regulatory strategy approvals, and satisfactory due diligence, as well as such other customary closing conditions.