MYnd Analytics and Emmaus Life Sciences Stockholders Approve Merger and Spin-off Transactions
10 July 2019 - 11:20PM
MYnd Analytics, Inc. (Nasdaq: MYND), a predictive
analytics company aimed at improving the delivery of mental health
services through the combination of telemedicine and data
analytics, and
Emmaus Life Sciences, Inc.
(“Emmaus”), a leader in sickle cell disease treatment,
announced that the proposed merger and spin-off transactions were
approved by their respective stockholders (96% and 99.98%,
respectively, of those shareholders voting) at the special
stockholder meetings held yesterday, July 9, 2019.
Subject to the satisfaction of the other conditions to the
closing of the merger, MYnd will change its name to “Emmaus Life
Sciences, Inc.” Emmaus stockholders and other equity holders will
receive in the merger shares of common stock of MYnd equal to 94.1%
of the fully diluted shares with MYnd stockholders retaining 5.9%
of the fully diluted shares. In connection with and prior to the
closing of the merger, if all closing conditions are satisfied,
MYnd will contribute its current business, assets and liabilities
to Telymynd, Inc., its wholly owned subsidiary, and spin off
Telemynd by means of a pro rata dividend of one share of Telemynd’s
common stock for each share of MYnd common stock held at the end of
trading on July 16, 2019. The companies have set a Spin-Off Record
Date of July 15, 2019 in order to comply with certain NASDAQ and
DTC requirements. Those individuals who hold shares at the close of
trading on July 16, 2019 will receive the Telemynd dividend. MYnd
shares will trade ex-dividend on July 17, 2019, which means that
persons who purchase MYnd shares on July 17, 2019 will not receive
shares of Telemynd. It is expected that, assuming all remaining
conditions to closing have occurred, including the listing of the
securities of the merged company on the Nasdaq Capital Market, the
merger will close on July 17, 2019, and that the common stock and
warrants of MYnd will begin trading on July 18, 2019 under the new
symbols “EMMA” and “EMMAW,” respectively.
A.G.P./Alliance Global Partners is acting as a financial advisor
in connection with this transaction.
About MYnd Analytics
MYnd Analytics, Inc. (www.myndanalytics.com), with its wholly
owned subsidiary Arcadian Telepsychiatry Services, LLC, is a
technology-enabled telepsychiatry and teletherapy company that
provides enhanced access to behavioral health services, improves
patient outcomes and helps lower the costs associated with
behavioral health issues. The MYnd Psychiatric EEG Evaluation
Registry (PEER) is a predictive analytics decision support tool
that helps physicians reduce trial and error treatment for
behavioral health conditions. PEER provides the physician a
personalized care plan with recommended treatment options based on
a patient’s unique brain markers, reducing treatment time and
treatment costs. Arcadian Telepsychiatry Services, LLC provides a
suite of complementary telemedicine services that can be combined
with PEER, including telepsychiatry, teletherapy, digital patient
screening, curbside consultation, on-demand services, and scheduled
encounters for all age groups. MYnd’s customers include major
health plans, health systems, and community-based organizations. To
read more about the benefits of this patented technology for
patients, physicians and payers, please visit:
www.myndanalytics.com.
About Emmaus Life Sciences
Emmaus Life Sciences, Inc. is a commercial-stage
biopharmaceutical company engaged in the discovery, development,
marketing and sale of innovative treatments and therapies,
including those in the rare and orphan disease categories. Its lead
prescription product, Endari®, demonstrated positive clinical
results in a completed Phase 3 clinical trial for sickle cell
disease and received FDA approval in July 2017. Emmaus began
marketing and selling Endari® in the U.S. in January 2018. For more
information, please visit www.emmauslifesciences.com.
Forward-looking Statements
Certain statements in this release, including
statements relating to the proposed transaction are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and are based upon MYnd’s
and Emmaus’ expectations and beliefs regarding future events. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. In addition to
factors previously disclosed in MYnd’s and Emmaus’ reports filed
with the SEC, the following factors, among others, could cause
actual results to differ materially from the forward-looking
statements: the ability to satisfy the closing conditions to the
Merger; delay in closing the Merger; the ability to effect the
proposed spin-off; the failure to list the securities on the Nasdaq
Stock Market; and possible adverse tax consequence of the proposed
transaction. Existing and prospective investors are cautioned not
to place undue reliance on these forward-looking statements. The
statements made in this release speak only as of the date stated
herein, and subsequent events and developments may cause MYnd’s or
Emmaus’ expectations and beliefs to change. While MYnd or Emmaus
may elect to update these forward-looking statements, each of MYnd
and Emmaus specifically disclaims any obligation to do so, whether
as a result of new information, future events or otherwise, except
as required by law. These forward-looking statements should not be
relied upon as representing MYnd’s or Emmaus’ views as of any date
after the date stated herein.
Contacts: |
For MYND: |
Crescendo Communications, LLC |
Tel: +1 (212) 671-1020 |
Email: |
mynd@crescendo-ir.com |
|
|
For Emmaus: |
Joseph (Jay) C. Sherwood III |
Chief Financial Officer |
Tel: +1 (310) 214-0065, Ext. 3005 |
Email: |
jsherwood@emmauslifesciences.com |
|
|
Emmaus Investor Relations: |
PondelWilkinson Inc. |
Evan Pondel/Judy Sfetcu |
Tel: +1 (310) 279-5980 |
Email: |
epondel@pondel.com |
|
jsfetcu@pondel.com |
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