Origin Therapeutics Files Preliminary Prospectus And Announces Initial Portfolio Companies

September 9, 2021
News

Vancouver, B.C., September 9, 2021Origin Therapeutics Holdings Inc. (the “Company” or “Origin Therapeutics”) an actively managed investment issuer focused on making equity investments, where legally permitted, in psychedelics-related companies, announces that it has filed its preliminary long form prospectus dated August 30, 2021 (the “Preliminary Prospectus”) with the securities regulatory authorities in the provinces of British Columbia, Ontario, and Alberta (the “Qualifying Jurisdictions”). A copy of the Preliminary Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.

The Preliminary Prospectus was filed to enable the Company to become a reporting issuer under the applicable securities legislation in the Qualifying Jurisdictions. No securities are being offered or sold pursuant to the Preliminary Prospectus. The Preliminary Prospectus qualifies the distribution of common shares in the capital of the Company (the “Common Shares”) issuable for no additional consideration upon the exercise or deemed exercise of 26,200,000 special warrants of the Company (the “Special Warrants”). No additional proceeds will be received by the Company in connection with the issuance of the Common Shares upon exercise or deemed exercise of the Special Warrants.

The Special Warrants were issued on May 21, 2021 (the “Closing Date”) at a price of $0.25 per Special Warrant. Each Special Warrant will be deemed to be exercised into one Common Share, subject to adjustment under certain circumstances, on the date that is the earlier of: (a) the date that is four months and a day following the Closing Date (the “Deemed Exercise Date”), and (b) the third business day following the date on which a receipt for a final prospectus of the Company qualifying the distribution of the Common Shares issuable on exercise of the Special Warrants (the “Final Receipt”) has been issued (the “Qualification Date”). In the event that a holder of Special Warrants exercises such securities prior to the earlier of the Deemed Exercise Date and the Qualification Date, the Common Shares issued upon exercise of such Special Warrants will be subject to statutory hold periods under applicable securities legislation and shall bear such legends as required by securities laws.

The Prospectus is currently being reviewed by the British Columbia Securities Commission (the “BCSC“) and has not yet become final, and there can be no assurance that the BCSC will issue the Final Receipt. The Company intends to apply to list its Common Shares on the Canadian Securities Exchange (the “CSE”). The listing of the Common Shares on the CSE (the “Listing”) will be subject to the Company fulfilling all of the Listing requirements and conditions of the CSE, including prescribed distribution and financial requirements. There is no assurance that the Company will successfully achieve the Listing, as planned.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

“Upon completion of Origin Therapeutics’ intended public listing, retail investors would gain access and be able to participate in the growth of portfolio of companies that may not otherwise be accessible to them.  All our portfolio companies are carefully selected for their strong leadership teams and high growth potential to deliver the best potential upside for our investors,” said Origin Therapeutics CEO, Alexander Somjen.

Origin Therapeutics’ Portfolio Companies:

Origin Therapeutics invests in private, early-stage companies in the psychedelics industry (where legally permitted) and strives to actively manage its investments through board representation and/or advisory roles to support their growth and success.

The Company has completed investments in its first five portfolio companies, as further described below. All information concerning the Company’s investments, including, without limitation, business history, operations, jurisdictions of operation, regulatory approvals has been furnished by the respective entities as of the date of the Preliminary Prospectus.

  • Microdose Psychedelic Insights: MD Media Inc. (dba MicroDose Psychedelic Insights) (“Microdose”) aims to unlock the potential of psychedelics through Industry events, market intelligence, original evidence-based content, strategy, and community. It intends to enable and empower society at large to make better, more mindful decisions about psychedelics and their intersection with healthcare, medicine, and personal growth. Microdose works with some of the industry’s most influential stakeholders, some of the world’s best-known brands, and an unrivalled network of scientists, researchers, analysts, innovators, investors, and advisors.

  • Ocean Bio Ltd.: Ocean Bio Ltd. (“Ocean”) is an early-stage drug discovery company that is focused on the design of novel psychedelic therapeutics (as compared to using traditional psychedelics, such as psilocybin, LSD, ketamine, etc.). Ocean’s mission is to develop novel CNS drugs, as legally permitted, that may have desirable therapeutic applications, while minimizing possible negative side effects that are otherwise associated with traditional psychedelics.

  • Dimensions Health Centres Inc.: Dimensions Health Centres Inc. (“Dimensions”) integrates the latest developments in neuroscience and neurobiology to create a novel approach to mental health and well-being. Dimensions will provide immersive, psychedelic (once legally permitted), and psychedelic-inspired nature retreats for education and transformational healing. Founded in Toronto in 2021, Dimensions is the founding funder of the Psychedelics Research Collaborative at Queen’s University.

  • Xpira Pharmaceuticals Inc.: Xpira Pharmaceuticals Inc. (“Xpira”) is focused on the development, production, and marketing of psychedelic-based products, as legally permitted, with clinically proven efficacy. Xpira’s team was formed by leaders in the Canadian and Dutch pharmaceutical industries with proven track records and a deep understanding of the pharmaceutical development pathways to bring drug candidates to market. Xpira’s scientific team has undertaken the research and development of psychedelic drug Treatments and delivery systems for improved psychedelic-assisted psychotherapy, where legally permitted. Its international network has access to leading research scientists and institutions to conduct clinical research into treatment protocols.

  • Tripsitter Clinic Corp.: Tripsitter Clinic Corp. (“Tripsitter”) is a mobile-first, responsive web app that acts as a virtual clinic, connecting patients with an experienced medical practitioner. TripSitter operates as a “software as a service” (SaaS) platform, functioning as the intermediary between patient and practitioner attempting to replicate the successful results of the “Yale Protocol” through a Telehealth delivery platform using different mechanisms such as nasal sprays and troches. Informational pages about specific conditions will be available, as well as an FAQ about psychedelic medicine. Patients can submit their information to see if they prequalify or they can see a physician for an initial consultation. Patients can peruse the list of providers and make their decision based on the physician profiles.

“We are continuously reviewing several opportunities in the growing psychedelic space, and are excited to announce this initial cohort of portfolio companies. Origin Therapeutics will work closely with these companies to support their growth while continuing to identify investments consistent with our values and poised to deliver the best returns possible for our portfolio,” Somjen said.

About Origin Therapeutics

Origin Therapeutics is an actively managed investment issuer focused on making equity investments, where legally permitted, in psychedelics-related companies to provide investors with diverse exposure to the sector. The Company, led by a team of industry experts, leverages its management expertise, professional network, and due diligence process to identify leading and emerging global companies for its portfolio that are innovating in the sector and are supported by science. Learn more: https://originpsychedelics.com/

For Further Information:

Alexander Somjen

Chief Executive Officer and Director

Origin Therapeutics Holdings Inc

www.originpsychdelics.com

info@originpsychedelics.com

For media inquiries, please contact: Brittany@Exvera.com

Forward-Looking Information and Statements

Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as, but not limited to, “may”, “should”, “could”, “intend”, “estimate”, “potential”, “possible”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include, among other things, statements relating to: (i) the Final Receipt; (ii) the Listing; (iii) the Company’s business objectives, investment strategy, and outlook; (iv) the business objectives and outlook of the Company’s investee Companies; (iv) the Company and/or its investee companies’ ability to obtain applicable regulatory approvals; and (v) market and regulatory changes in the psychedelics industry. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors that could materially affect such forward-looking information are described in the risk factors in the Preliminary Prospectus and the schedules thereto, that is available on the Company’s profile on SEDAR at www.sedar.com.

Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

The CSE nor any securities regulator has either approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

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