SEC Greenlights Filament Health SPAC Deal

The new company will be called TopCo.

Filament Health (OTCQB: FLHLF) (NEO: FH) received regulatory approval for its planned SPAC merger, which is expected to help its uplisting to Nasdaq.

The U.S. Securities and Exchange Commission approved the F-4 registration statement, which is a vital step in completing the joint venture proposal with Jupiter Acquisition Corporation (NASDAQ: JAQC). The new company will be called TopCo on the exchange.

Filament CEO and co-founder Benjamin Lightburn called it a “crucial” step towards getting the deal done, “which is expected to offer us access to a broader capital markets audience and advance our drug development platform.”

During the quarter, which ended Sept. 30, filings show the company recorded a net and comprehensive loss of $1.3 million, a slight increase from the loss of $1.25 million in the same period of the previous year. This includes $305,791 in non-cash expenditures.

Total expenses for the quarter were $1.7 million, up by $349,957 from the previous year, with rising insurance costs, professional and consulting fees, and sales and marketing expenses. However, wages and benefits showed a decrease compared to the prior period.

Filament had cash and cash equivalents of $2.2 million versus $2.8 million at the end of last year. The company has no unused lines of credit, borrowing arrangements, off-balance sheet arrangements, nor does it use hedges or other financial derivatives.

The firm also announced its intentions for a non-brokered private placement aiming to raise up to C$2 million, although management says the private placement hasn’t closed. This follows an upsized private placement financing in July, which raised gross proceeds of C$2.5 million.

Filament said it has been active in expanding its R&D efforts. In September, a joint venture with Jaguar Health successfully imported coca leaf to Filament’s research facility. The company also entered an Aug. 31 licensing agreement with Reset Pharmaceuticals Inc. to use PEX010 in a phase 2 clinical trial for demoralization syndrome.

Additionally, the FDA approved two Filament clinical trials using PEX010 for treating cancer-related anxiety and depression.

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