CURE Pharmaceutical to Acquire Chemistry Holdings

CURE Pharmaceutical has agreed to acquire Chemistry Holdings Inc., a formulation technology company that is developing innovative delivery systems for a variety of industries, in an all-stock transaction.
"This transaction will create a pioneering drug delivery engine with the promise to transform patient experience and wellness," said Rob Davidson, chief executive officer of CURE Pharmaceutical. "We believe that our combined talent, technology and capital will allow us to execute our business goals rapidly."
Under the acquisition agreement, CURE is receiving $2 million from CH as a convertible note investment which will convert into CURE common stock at $3.34 per share if the merger does not close by April 30, 2019. Upon closing, Chemistry Holdings will bring at least an additional $8 million in cash to the combined entity. Also upon closing, Chemistry Holdings founder and chief executive officer, Joshua Held, will be appointed to CURE’s Board of Directors. Up to 32,072,283 shares will be issuable to the Chemistry Holding’s stockholders in connection with the transaction, subject to certain intellectual property, product development and revenue milestones. Of these shares, 8,018,071 will be issuable upon exercise of warrants at $5.01 per share.
"The drug delivery market is poised for tremendous growth and bringing our expertise into the CURE family will only expedite the speed in which we will be able to deliver breakthrough medical treatments to the world," said Joshua Held. "Combining our catalog of formulation technology with CURE’s leadership in oral thin film fits together perfectly."
In addition to the shares issued pursuant to the merger and subject to an increase of its authorized number of shares, Cure intends to issue warrants to purchase an additional 4,143,706 shares of Common Stock to certain affiliates of Chemistry Holdings in consideration for consulting and advisory services to be provided following the closing.

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