Apollon Formularies - Execution of Binding Letter of Intent with GHG
Announcement provided byApollon Formularies plc · APOL
12 January 2023
Apollon Formularies Plc
Execution of Binding Letter of Intent with Global Hemp Group
Apollon Formularies plc (AQSE: APOL, "Apollon" or the "Company"), a
Under the terms of the transaction, GHG will pay Apollon a total of
The first tranche of
The LOI provides for a due diligence period, currently set at 60 days. If both parties are satisfied with the results of the due diligence, GHG will have the exclusive option to acquire all the assets of Apollon, other than cash, cash equivalents, and receivables, for a payment of 771,191,266 GHG common shares at a deemed price of
For additional shareholder information, please find copied below the full press release, released today, by Global Hemp Group Inc.
The directors of the Company accept responsibility for the contents of this announcement.
For additional information, please visit www.apollon.org.uk or contact:
Tel: +44 771 198 0221
Stene Jacobs firstname.lastname@example.org
Peterhouse Capital Limited (Corporate Adviser)
Tel: +44 207 220 9795
Guy Miller email@example.com
BlytheRay (Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe/Megan Ray/Matt Bowld firstname.lastname@example.org
About Apollon Formularies and Apollon Formularies Jamaica
Apollon Formularies plc is an international medical cannabis and medicinal mushroom pharmaceutical company headquartered in the United Kingdom. Apollon Formularies Jamaica Limited is a pharmaceutical company incorporated and operating in the Commonwealth of Jamaica since 2016. Apollon Jamaica is licensed by the Jamaican government's Cannabis Licensing Authority (CLA) to cultivate, perform research and development, process, and sell therapeutic products that include legal medical cannabis to treat various illnesses under medical supervision.
Apollon's proprietary medical cannabis formulations have undergone third-party testing which demonstrated the successful killing of nearly 100% of prostate, triple negative and HER2+ breast cancer cells in 3D cell cultures. Apollon's products are also used to treat patients suffering from different conditions, including chronic pain and epilepsy.
GLOBAL HEMP GROUP ANNOUNCES EXECUTION OF
BINDING LOI WITH APOLLON FORMULARIES PLC
Vancouver, BC -- (January 11, 2023) -- GLOBAL HEMP GROUP INC. ("GHG" or the "Company") (CSE: GHG / OTC: GBHPF / FRANKFURT: GHG) is pleased to announce that it has executed a binding Letter of Intent with Apollon Formularies Plc - AQSE: APOL ("Apollon") (the "LOI"), a UK-based international pharmaceutical company developing cancer treatments from natural biologics, including medical cannabis, functional mushrooms, psychedelic mushrooms and combinations of these compounds, which to date have shown successful independent, third-party results in pre-clinical testing. Apollon utilizes an artificial intelligence-based drug discovery platform.
Under the terms of the binding LOI dated January 9, 2023, GHG will acquire the exclusive perpetual license for North America (specifically, the United States, Canada and Mexico) to certain Apollon Intellectual Property and proprietary technology, including, but not limited to, four key patents as described below including any continuations, divisionals, and continuations-in-part, along with any and all associated preclinical and clinical data relating to the patents and proprietary technology (the "IP").
The Company has also been granted a 60-day option to conduct due diligence, following which GHG may exercise its option to acquire the entirety of Apollon's global assets.
Deal Terms for the Intellectual Property
GHG will pay a total of
Intellectual Property - Patent Information and Independent Test Data Being Licensed
GHG will acquire the exclusive perpetual license to the following patents (including any continuations, divisional and continuations-in-part) and any associated preclinical and clinical data relating to the patents. The patents are registered under the International Patent System (PCT) and are also registered in Jamaica. This exclusive perpetual license will cover Canada, the United States and Mexico, for the four patents below and all associated supporting data:
· Methods for Treatment of Human Cancers Using Mushroom Compositions;
· BIOENSIS Preclinical Data reflecting independent 3D cell culture testing of cannabis and mushroom formulations included in the patent applications.
These patents include claims to the treatments of cancers and inflammatory conditions using natural biologics including compounds in medical cannabis, functional mushrooms, psychedelic mushrooms and combinations of these compounds that have been shown in independent, third-party preclinical 3D cell culture testing to kill cancer cells via direct cytotoxicity and immune stimulated cytotoxicity with great success and high efficacy. Under the Exclusive License Agreement, GHG will have the right to sublicense this intellectual property to legally licensed producers in the United States (state by state where medicinal cannabis is legal), Canada and Mexico, which allows the opportunity to generate significant near-term sublicensing revenue in these three countries.
In order to assist GHG in monetizing the IP into an ongoing revenue stream, the Company has engaged Dr. Stephen D. Barnhill, creator of the IP and Chairman & CEO of Apollon, as Special Medical Advisor ("SMA") to the Company. Dr. Barnhill will be issued a one-time payment of 10 million common shares of GHG at a deemed price of
Dr. Stephen D. Barnhill, MD is currently the Chairman & CEO of Apollon Formularies, Plc (London, UK) (AQSE:APOL), Chairman and CEO of Apollon Formularies, Inc. (USA), President and Board Member of Apollon Formularies Jamaica, Ltd. (Jamaica), and Chairman and CEO of Doc's Place International, Inc.
Dr. Barnhill is a Medical Doctor specializing in Cannabinoid and Mycomedicinal Therapeutics, Drug Discovery and Artificial Intelligence, and has completed a Clinical Fellowship in Laboratory Medicine (Clinical Pathology) at the Medical University of South Carolina (MUSC).
Previously, Dr. Barnhill was Founder, Chairman and CEO of both private and public companies, including Founder, Chairman, and CEO of BCL laboratories, LLC with operations in southeastern US, which was acquired by Corning-MetPath now Quest Diagnostics, the largest clinical laboratory in the world. After the acquisition, he served as a Medical Director for that Quest Diagnostics location for approximately 5 years. Dr. Barnhill was Founder, Chairman and CEO of National Medical Specialty Labs, which was acquired by Horus Therapeutics Inc. (a New York Pharmaceutical Company) and Chairman and CEO of Health Discovery Corporation, a US publicly traded international biotech company, from inception to profitability.
As CEO, Dr. Barnhill has negotiated and executed deals with many companies, including Pfizer, Abbot, Corning-MetPath, Quest Diagnostics, Clarient, LabCorp, NeoGenomics, Bruker and others.
Dr. Barnhill is a pioneer in artificial intelligence machine learning (pattern recognition algorithms) in medicine and is an Inventor on more than 80 international patents, including neural networks and support vector machines and including the Hallmark SVM-RFE technique now cited by more than 10,000 publications. His patents were part of the intellectual property portfolio that won First Place out of 1,600 publicly traded companies and was awarded the prestigious MICO award from MDB Capital for the most disruptive and market changing intellectual property portfolio. The neural network patents, with Dr Barnhill as an inventor, were acquired by Johnson & Johnson.
Dr. Barnhill has been an inventor on patents related to laboratory developed tests (LDT's) and tumor markers, as well as diagnostic test development relating to cancers of the prostate, pancreas, breast and ovary, cytogenetics, flow cytometry, Florescence In Situ Hybridization (FISH), and imaging in digital mammography, funduscopic analysis of macular degeneration (AMD) and SVM for melanoma detection.
He has published many peer-reviewed papers with academics primarily from MD Anderson Cancer Center, Johns Hopkins University Medical Center, Stanford University Medical Center and others.
Included in his publications are the following:
· Gene Selection for Cancer Classification using Support Vector Machines (Cited by nearly 10,000 publications) Journal, Machine Learning: Isabelle Guyon, Jason Weston, Stephen Barnhill & Vladimir Vapnik VIEW
· A Four-Gene Expression Signature for Prostate Cancer Cells Consisting of UAP1, PDLIM5, IMPDH2, and HSPD1 UroToday International Journal: Isabelle Guyon, Herbert A. Fritsche, Paul Choppa, Li-Ying Yang, Stephen D. Barnhill VIEW
· Role of CA125 in Predicting Ovarian Cancer Survival - a review of the epidemiological literature International Journal Biological Markers: R C Bast Jr 1, F J Xu, Y H Yu, S Barnhill, Z Zhang, G B Mills
· CA 125: The Past and the Future - PubMed.gov: RC Bast Jr, FJ Xu, S Barnhill, Z Zhang, GB Mills VIEW
· Comparison of a Neural Network with High Sensitivity and Specificity to Free/total Serum PSA for Diagnosing Prostate Cancer in Men with a PSA < 4.0 ng/mL Artificial Neural Networks in Cancer Diagnosis, Prognosis, and Patient Management: T.A. Stamey, S.D. Barnhill, Z. Zhang, C.M. Yemoto, H. Zhang, K.R. Madyastha
· Combination of multiple serum markers using an artificial neural network to improve specificity in discriminating malignant from benign pelvic masses. Journal, Gynecologic Oncology: Zhang Z, Barnhill SD, Zhang H, Xu FJ, Yu YH, Jacobs I, Woolas RP, Berchuck A, Madyastha KR, and Bast RC VIEW
· The ability of the ProstAsure™ Index to identify prostate cancer patients with low cancer volumes and high potential for cure Journal, Urology: S. Barnhill, T.A. Stamey, Z. Zhang.
· A neural network (ProstAsureTM) with sensitivity and specificity of 75% in detecting prostate cancer in men with a PSA < 4.0 ng/ml Journal, Urology: TA Stamey , SD Barnhill, Zhen Zhang, KR Madyastha
· Evaluation of ProstAsure index in the detection of prostate cancer: a preliminary report Journal, Urology: R J Babaian 1, H A Fritsche, Z Zhang, K H Zhang, K R Madyastha, SD Barnhill
Dr. Barnhill has been accepted and admitted as a Member or Fellow of the following organizations: the American College of Physician Inventors, the American College of International Physicians, the American Medical Association, the American College of Physician Executives, the American Association of Artificial Intelligence, the American College of Managed Care Medicine, the Association of Clinical Scientists, the American Society of Contemporary Medicine and Surgery, the American Society of Law, Medicine and Ethics, the Southern Medical Society, the American Federation for Clinical Research, the National Federation of Catholic Physicians and the Society of Cannabis Clinicians.
For additional information on Dr. Barnhill, please visit the Company's website
Terms of the Option to Acquire the Entire Assets of Apollon
The LOI provides for a due diligence period, currently set at 60 days, during which GHG and Apollon may gather further information about each other's business and finances. If both parties are satisfied with the results of the due diligence, GHG will have the exclusive option to acquire all the assets of Apollon other than cash, cash equivalents, and receivables, for a payment of 771,191,266 GHG common shares at a deemed price of
Apollon Formularies Plc Assets that will be Acquired on Exercise of Option:
• 8 patent applications (4 PCT; 4 Jamaica).
• BIOENSIS Preclinical data.
• The right to acquire 49% Equity in Apollon Formularies Jamaica, Ltd. ("Apollon Jamaica") with approval of the Jamaican Cannabis Licensing Authority ("CLA").
• 95% net profits from all operations in Apollon Jamaica, Ltd.
Apollon Formularies Jamaica, Ltd. Assets
• CLA Medical Cannabis Licenses (Processing, Retail Therapeutic, Research & Development) and all equipment required to perform under the licenses. Licenses allow import and export of products globally where legally allowed.
• The Medical Cannabis R&D license allows the Company to perform human clinical trials with approval of the Jamaican Ministry of Health.
• International Cancer and Chronic Pain Institute (fully medically equipped and furnished).
• Control of CITIVA Jamaica (University location and Affiliation). Includes CLA Cultivation License which allows import and export of products globally where legally allowed. Fully equipped and furnished. GMP approval pending final inspection.
• Medical cannabis inventory: approximate retail value
• A signed processing agreement for a hemp farming group in Jamaica. Apollon will process, for a fee, the hemp cultivated into CBD oil for global export. It is expected that the farming group will have multiple crops per year available for processing.
• Contract to run clinical trials at the Apollon's facility for a U.S. biotherapeutics company on a cost-plus basis.
• Therapeutic Dispensary (fully equipped and furnished).
• Processing Laboratory (fully equipped and furnished).
• Research and Development Facility (fully equipped and furnished).
In light of Apollon Jamaica's significant Jamaican operations, Apollon is one of very few natural biologic drug development companies globally that is a publicly traded company, legally licensed to work with full spectrum high THC cannabis, functional mushrooms and psychedelic mushroom formulations and combinations of these compounds in a fully licensed and legal environment that can perform drug discovery, execute pre-clinical testing, perform human clinical trials, provide immediate direct human availability of these treatments by physician prescription, has an International Cancer and Chronic Pain Institute, and is approved to export our products globally where legally allowed.
Global customers, including potential partners like Big Pharma, seeking natural biologic products and partnerships can look to companies like Apollon that will have patent protected formulations, validated by pre-clinical and human clinical trial data, rather than companies with random medical cannabis and mushroom based products without this level of scientific rigor and intellectual property protection.
The Exclusive License Agreement with GHG allows these Jamaican developed formulations to be sublicensed and manufactured in the United States, Canada and Mexico where legally allowed.
The ability to undertake drug discovery in conjunction with human application and treatment is the investment framework Apollon offers. This framework allows Apollon to collect clinical data quickly and accurately on their formulations from real-life treatments at their facilities via both in-patient and outpatient care. Apollon advises that they expect the number of patients receiving treatment at their facilities in 2023 to grow significantly. They also anticipate a substantial market for global export of Apollon's natural biologics and global sublicensing of their intellectual property formulations.
Stephen D. Barnhill, MD, Chairman and CEO of Apollon stated, "I am extremely pleased that GHG has the confidence in Apollon's intellectual property, including natural biologic formulations utilizing medical cannabis, functional mushrooms, psychedelic mushrooms and combinations of these compounds together, to secure an Exclusive License to provide these formulations, under individual sublicensing agreements, to legal producers in the United States, Canada and Mexico. This partnership allows Apollon formulations to be made available to patients in all of North America, which is the largest market globally for these natural treatments." Dr. Barnhill continued, "I believe that Apollon's patents, protecting the unique combinations of medical cannabis compounds combined with functional and psychedelic mushroom compounds, which have been shown to increase the therapeutic efficacy of these compounds when used together vs individually, represent the future of natural combination therapeutics".
"I would like to take this opportunity to welcome Dr. Barnhill to the GHG team as Special Medical Advisor. In addition to being a successful private and public company CEO, he has had an impressive medical career with significant accomplishments, including being an inventor on more than 80 award-winning international patents primarily related to artificial intelligence-based discovery in cancer diagnostics and therapeutics. Dr. Barnhill is also the inventor of the Apollon patents, which are included in the GHG Exclusive Perpetual North American License (United States, Canada and Mexico) of Apollon's Intellectual Property, which will be a great addition to the existing IP that the Company is creating through its R&D division", commented Curt Huber, President & CEO of Global Hemp Group. "I truly look forward to working with Stephen as we embark on immediately monetizing the unique IP we are licensing for North America in this transaction, as Apollon, as a company listed on the Aquis Exchange, was unable to enter these markets due to jurisdictional constraints. For these same reasons, U.S. investors were unable to invest in Apollon, but will now be able to consider investment opportunities in this incredible and unique intellectual property through GHG."
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Cautionary Note Regarding Forward Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Global Hemp Group Inc., including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk, the legality of cannabis and hemp. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Except as required by law, Global Hemp Group Inc. disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.