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Press Release: Wesana Health Announces Sale of SANA-13 Assets to Lucy Scientific Discovery

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CHICAGO and TORONTO, March 21, 2023 (GLOBE NEWSWIRE) — Wesana Health Holdings Inc. (“Wesana” or the “Company”) (CSE: WESA; OTCQB: WSNAF), a data-driven life sciences company, today announced that the Company has entered into a definitive asset purchase agreement dated March 20 2023 (the “Asset Purchase Agreement”) with Lucy Scientific Discovery Inc. (“Lucy”) (NASDAQ:LSDI) for the sale by Wesana Health Inc. (“WHI”), a subsidiary of the Company, of its SANA-013 intellectual property and related assets for consideration of 1,000,000 common shares of Lucy (the “Share Consideration”) and US$570,000 in cash (the “Cash Consideration”).

Transaction Highlights:

  • The Transaction (as defined below) provides an opportunity for the continued development of SANA-013 through the next phases of the US FDA regulatory process and for the Company to have economic exposure to any positive advancements in any such future research and development efforts by Lucy.
  • The Company will also have economic exposure to the broader Lucy asset portfolio and pipeline, including a Canadian Licensed Dealer conducting research on various compounds.
  • The Transaction is expected to close in Q2 2023, subject to and following the satisfaction (or waiver as permitted) of the conditions precedent to the Transaction.

“We have worked diligently over the previous two years to develop novel therapies for the treatment of major depressive disorder and have made some significant advances in our drug development program. Broader challenges in the macro-environment led us to consider strategic options, and we believe there is significant value held in continuing development of SANA-013,” commented Daniel Carcillo, Chief Executive Officer and Chairman of the Board.

Chris McElvany, Chief Executive Officer of Lucy, said, “expanding our footprint with the SANA-013 drug development program is a logical next step for Lucy, which should also drive growth in Lucy’s manufacturing business.”

Transaction Details:

Pursuant to the Asset Purchase Agreement, Lucy, an arms-length party to the Company, has agreed to acquire WHI’s SANA-013 intellectual property and related assets for aggregate consideration comprised of the Share Consideration and the Cash Consideration, as outlined in the Asset Purchase Agreement (the “Transaction”). US$300,000 of the Cash Consideration is anticipated to be paid to WHI shortly and the remainder of the Cash Consideration is required to be paid to WHI at closing. The proceeds from the Transaction are to be used by WHI for reasonable general corporate purposes which WHI deems necessary in its sole discretion to the development of SANA-013 and/or completion of the transaction contemplated by the Asset Purchase Agreement.

The Share Consideration shall be subject to a lock-up agreement (the “Lock-Up Agreement”) whereby (i) one-half of the Share Consideration will be released 9 months from initial trading date of LSDI shares, and (ii) one-half of the Share Consideration will be released 14 months from the initial trading date of LSDI shares.

The Share Consideration will be issued as “restricted securities” under the United States Securities Act of 1933, as amended, and may be publicly resold, subject to terms of the Lock-Up Agreement, in compliance with Rule 144 (“Rule 144”) thereunder. Lucy has granted the Company (i) demand registration rights in the event that Rule 144 is not available for the public resale of the Share Consideration, and (ii) piggy-back registration rights.

The Asset Purchase Agreement also contains customary non-solicitation covenants on the part of Wesana with respect to alternative transactions.

Among other conditions precedent, the consummation of the Transaction is subject to the approval of at least 66⅔% of the votes cast by Wesana shareholders voting in person or represented by proxy at a meeting of Wesana shareholders to be called by Wesana for purposes of considering the Transaction.

Certain shareholders of Wesana, representing all of the outstanding Wesana super voting shares, 23.1% of the outstanding Wesana proportionate subordinate voting shares and 14.7% of the outstanding Wesana subordinate voting shares, have entered into support agreements with Wesana, agreeing to support the Transaction and vote their Wesana shares in favour of the Transaction at the shareholders meeting to be called by Wesana for purposes of considering the Transaction.

Further details regarding the terms of the Asset Purchase Agreement and the Transaction are set out in the Asset Purchase Agreement, which will be filed by the Company under its profile on SEDAR at www.sedar.com. Additionally, further information regarding the Transaction, including the background thereto and the rationale for the recommendations made by the Special Committee and the Board, will be contained in the management information circular (the “Circular”) that the Company will prepare, file and mail to Wesana shareholders in connection with the meeting of Wesana shareholders to be called by Wesana for purposes of considering the Transaction and will file under the Company’s profile on SEDAR at www.sedar.com. All Wesana shareholders are urged to read the Circular as it will contain important information.

The Transaction is expected to close in the second quarter of 2023, subject to and following the satisfaction (or waiver as permitted) of the conditions precedent to the Transaction.

The Transaction will enable Lucy to provide continued capital investment to further the SANA-013 research and development required to meet the standards set by the United States Food and Drug Administration (“FDA”) to provide treatment against Major Depressive Disorder and other complementary orphan indications. The Share Consideration will enable the Company (through WHI) to have economic exposure to the future growth potential associated with SANA-013 and other initiatives underway or contemplated by Lucy.

Transition of Key Employees:

Subject to agreement on terms, it is anticipated that Wesana’s CEO and Chairman Daniel Carcillo will join Lucy’s team to integrate SANA-013 within Lucy.

Wesana also announces that as part of a planned transition, Mr. Zed Wang has resigned as the Company’s Chief Financial Officer and Corporate Secretary, and Mr. Winfield Ding has been appointed as the Company’s Chief Financial Officer and Corporate Secretary, effective immediately. Mr. Wang will be remain available to ensure a smooth transition.

Mr. Ding has been CFO and director for a number of public companies in Canada. He is a seasoned senior finance executive with over twenty years of finance and operations experience. A former audit manager and currently a self-practitioner, he has worked in audit, taxation and advisory roles across a wide range of industries with a focus on public issuers financial reporting and business advisory. Mr. Ding received his MBA from the Chinese University of Hong Kong.

“Winfield brings seasoned expertise in capital markets, strategic transactions, and public company compliance,” said Daniel Carcillo. He continued, “Zed’s departure comes with a successful transition of finance oversight to Winfield. We are extremely fortunate to have had Zed as part of the Wesana team from the beginning, and we wish him all the best as he goes on to pursue his other passions.”

Wesana Board Approval:

The Company’s board of directors (the “Board”), after receiving a recommendation from a special committee of the Board (the “Special Committee”), has determined (with Daniel Carcillo declaring an interest and abstaining) that the Transaction is in the best interests of the Company and that the consideration to be received by the Company pursuant to the Transaction is fair to the Company. Accordingly, the Board has approved the Asset Purchase Agreement and recommends that Wesana shareholders vote in favour of the Transaction.

Eight Capital has provided a fairness opinion to the Special Committee that, as of the date of such opinion and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received by the Company pursuant to the Transaction is fair from a financial point of view to the Company.

Advisors:

Eight Capital is acting as financial advisor, and Nauth LPC and McCarthy Tétrault LLP are acting as legal counsel to Wesana. Dentons Canada LLP is acting as legal counsel to Wesana’s Special Committee.

Troutman Pepper and TingleMerrett LLP are acting as legal counsel to Lucy.

ON BEHALF OF THE BOARD
Daniel Carcillo, Chairman and Chief Executive Officer
Phone: 702-329-8038

About Wesana Health

Wesana Health is a data-driven life science company pioneering drug development through its lead candidate SANA-013. Targeting Major Depressive Disorder as the lead indication, SANA-013 utilizes proprietary drug delivery protocols and a novel combination therapy. Wesana is composed of leaders from the scientific, research and medical industries driven by a common goal of improving the lives of millions of people globally suffering from mental health indications.

Learn more at www.wesanahealth.com.

About Lucy

Lucy Scientific Discovery Inc. is a Nasdaq-listed [NASDAQ:LSDI] licensed producer of compounds for medicinal products. As granted by Health Canada’s Office of Controlled Substances, Lucy maintains a Controlled Drugs and Substances Dealer’s License, under Part J of the Food and Drug Regulations promulgated under the Food and Drugs Act (Canada), or a Dealer’s License. A Dealer’s License authorizes LSDI to develop, sell, deliver, and manufacture (through extraction or synthesis) certain pharmaceutical-grade active pharmaceutical ingredients, or APIs, used in controlled substances and their raw material precursors.



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Risks of Psychedelics for People with Personality Disorders

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While psychedelics have shown promise in treating certain mental health conditions, a recent study suggests they may pose risks for individuals with personality disorders. The findings underscore the importance of careful screening and personalized approaches in psychedelic-assisted therapy.

Navigating the Psychedelic Landscape: Potential Risks for Individuals with Personality Disorders

Psychedelics, including substances like psilocybin and LSD, have gained significant traction in recent years for their potential therapeutic benefits in treating mental health conditions such as depression, anxiety, and PTSD. However, a recent publication in the Journal of Psychopharmacology has raised concerns about the suitability of these substances for individuals with personality disorders.

The study surveyed individuals who had used psychedelics and who were also diagnosed with personality disorders. A considerable number of respondents reported negative and persistent psychological impacts following their psychedelic experiences. Notably, these included heightened anxiety, paranoia, mood instability, and an exacerbation of existing personality disorder symptoms.

Researchers suggest that the vulnerability of individuals with personality disorders to the adverse effects of psychedelics may stem from pre-existing challenges in emotional regulation, self-identity, and interpersonal relationships. The profound and introspective nature of psychedelic experiences can intensify these issues, potentially leading to psychological distress and symptom aggravation.

This research highlights the critical need for thorough screening and assessment in the context of psychedelic-assisted therapy. It suggests that individuals with personality disorders might require tailored therapeutic approaches and robust support systems to navigate potential risks and to secure safe and positive outcomes.

Why It Matters

The burgeoning interest in psychedelic therapy underscores the necessity to discern both the potential benefits and risks across different demographic groups. This study contributes valuable insights, particularly for clinicians and researchers, stressing the importance of personalized treatment plans and the cautious consideration of individual vulnerabilities when administering psychedelic-assisted therapy.

Potential Implications

The findings from this study emphasize the need for ethical and responsible practices within the field of psychedelic-assisted therapy. There is a pressing requirement for the development of detailed screening protocols that can identify individuals who may be more susceptible to the adverse effects of psychedelics. Furthermore, crafting specialized therapeutic strategies that cater specifically to the needs of individuals with personality disorders is essential for ensuring their safety and overall well-being during and after undergoing psychedelic experiences.

The Bigger Picture

The debate surrounding the therapeutic use of psychedelics is complex, with various factors influencing the suitability of these treatments for different individuals. While there are promising results in general populations, the nuanced needs and potential vulnerabilities of those with personality disorders require careful consideration to prevent harm and maximize therapeutic outcomes. This necessitates ongoing research, improved clinical protocols, and a commitment to patient-centered care in the burgeoning field of psychedelic medicine.

Source: Science Alert



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Treating Depression: Psychedelics vs. Antidepressants

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Recent research suggests that psychedelics and traditional antidepressants, while both potentially effective in treating depression, work through distinct mechanisms. Understanding these differences could lead to more personalized and effective treatment approaches. Psychedelics vs. Antidepressants: What are the key differences?

Unlocking the Mysteries of Depression Treatment: Psychedelics vs. Antidepressants

The quest for effective depression treatments continues to be a significant focus in mental health research. Traditional antidepressants, like selective serotonin reuptake inhibitors (SSRIs), have been a mainstay in treatment, prescribed widely despite varying efficacy among individuals and often accompanying unwanted side effects. In contrast, psychedelics have recently garnered attention for their rapid and enduring antidepressant effects observed in clinical trials.

A recent study has delved into the distinct mechanisms of action of SSRIs and psychedelics, illuminating how they uniquely influence the brain and potentially alleviate symptoms of depression. SSRIs primarily increase serotonin levels in the brain, which is believed to enhance mood and diminish depressive symptoms. However, this process can require several weeks to manifest noticeable effects, and not all patients respond favorably to SSRIs.

Conversely, psychedelics such as psilocybin, found in “magic mushrooms,” operate through a different mechanism. Research indicates that psilocybin’s antidepressant effects are not directly due to elevated serotonin levels. Instead, psilocybin is thought to promote neuroplasticity, the brain’s capacity to reorganize and form new neuronal connections. This heightened neuroplasticity may facilitate more adaptable thought patterns and an improved ability to process emotions, contributing to the rapid and sustained antidepressant effects seen in clinical trials.

Moreover, the study examined the role of the 5-HT2A serotonin receptor, a primary target for both SSRIs and psychedelics. While SSRIs inhibit this receptor’s activity, psychedelics activate it. Intriguingly, blocking the 5-HT2A receptor did not reduce psilocybin’s antidepressant effects, suggesting that its therapeutic benefits originate from other pathways.

Psychedelics vs. Antidepressants: Why It Matters?

Understanding the distinct mechanisms by which psychedelics and antidepressants affect the brain is crucial for the development of more personalized and effective treatment strategies for depression. This knowledge could lead to enhanced patient selection for specific treatments, reducing trial and error while optimizing outcomes. Furthermore, exploring the unique properties of psychedelics may pave the way for novel antidepressant medications that are quicker acting and have fewer side effects.

Potential Implications

This research could catalyze a shift in depression treatment paradigms, moving from a one-size-fits-all approach to more targeted therapies. By pinpointing the specific mechanisms that underlie different antidepressant interventions, clinicians can customize treatment plans based on individual patient profiles and needs. This personalized approach could improve treatment success rates and enhance the quality of life for individuals battling depression.

What Next?

While the study of psychedelics for therapeutic purposes is still in its nascent stages, the initial findings are promising and suggest that psychedelics may offer a valuable addition to the arsenal of tools for combating depression and other mental health conditions.

Source: Neuroscience News



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Mike Tyson Credits Psychedelics for His Recovery

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Boxing legend Mike Tyson attributes his remarkable recovery from physical and mental health challenges, as well as his return to the boxing ring, to the therapeutic use of psychedelics.

From Champion to Advocate: Mike Tyson’s Psychedelic Journey to Healing and Comeback

Mike Tyson, the former heavyweight champion renowned for his formidable boxing style and tumultuous personal life, has recently become a vocal advocate for the therapeutic potential of psychedelics. He credits these substances with playing a pivotal role in his recovery from physical ailments, addiction, and mental health struggles, ultimately paving the way for his return to boxing.

Tyson’s journey with psychedelics began with his exploration of psilocybin mushrooms, commonly referred to as “magic mushrooms.” He describes profound experiences that led to personal insights, emotional healing, and a renewed sense of purpose. These transformative experiences inspired him to incorporate other psychedelics, such as DMT (dimethyltryptamine) and 5-MeO-DMT (5-methoxy-dimethyltryptamine), into his wellness regimen.

The therapeutic effects of psychedelics have gained increasing recognition in recent years, with research suggesting their potential to effectively treat various mental health conditions, including depression, anxiety, and PTSD. Tyson’s personal experiences align with these findings, as he reports significant improvements in his mental well-being, including reduced anxiety and a heightened sense of inner peace.

In addition to mental health benefits, Tyson also attributes his physical recovery to the use of psychedelics. He asserts that these substances have helped alleviate chronic pain resulting from injuries sustained during his extensive boxing career. This pain relief, coupled with the mental clarity and motivation he gained, enabled him to return to training and eventually step back into the ring for exhibition matches.

Tyson’s advocacy for psychedelics extends beyond his personal experiences. He has invested in psychedelic research and companies, aiming to promote awareness and access to these potentially life-changing substances. His openness about his own journey has helped reduce stigma surrounding psychedelic use and has sparked broader conversations about their therapeutic potential.

Why It Matters

Mike Tyson’s story illuminates the growing recognition of psychedelics as valuable therapeutic tools. His celebrity status and candidness in sharing his experiences contribute to the destigmatization of these substances and encourage further research into their benefits. As more public figures like Tyson come forward, the public perception of psychedelics is evolving, paving the way for increased acceptance and accessibility.

Potential Implications

Tyson’s advocacy, coupled with ongoing research, could contribute to the broader acceptance of psychedelics in mainstream medicine. This may lead to the expanded availability of psychedelic-assisted therapy for various mental and physical health conditions. As the stigma surrounding psychedelics diminishes, more individuals may explore their therapeutic potential, leading to advancements in mental health treatment and a deeper understanding of human consciousness.

The Bigger Picture

The use of psychedelics for therapeutic purposes dates back centuries in various cultures around the world. Modern research is rediscovering and validating the potential of these substances to treat a range of conditions. However, it’s important to note that psychedelic experiences can be intense and should be approached with caution and ideally under professional guidance.

Source: The Sportster



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