Therapix Biosciences Ltd, a clinical-stage pharmaceutical company focusing on the development of cannabinoid-based treatments, has closed a joint venture transaction for collaboration in the field of developing pharmaceuticals for a sleep-related indication.

On May 15, 2020, Therapix entered into a definitive securities purchase agreement with Capital Point Ltd, an Israeli holding company traded on the Tel Aviv Stock Exchange, and Evero Health Ltd, an Israeli company, and a wholly-owned subsidiary of Therapix, pursuant to which Capital Point will sell to Evero 5,952,469 ordinary shares, par value NIS 0.01 each, of Coeruleus Ltd, an Israeli company, and a subsidiary (approximately 40%) of Capital Point, engaged in, among others, developing innovative medications based on the active generic substance flumazenil, including a sublingual spray to reduce the side effects of hypnotic sleep medication, and a sublingual spray to improve function and quality of life in patients with hepatic encephalopathy. The purchased Coeruleus shares represent approximately 35% of the issued and outstanding share capital of Coeruleus. In consideration thereof, Evero will issue and sell to Capital Point 176,470 ordinary shares, NIS 1.00 par value each, constituting 15% of the issued and outstanding share capital of Evero.

As part of the joint venture, Therapix transferred to Evero its THX-110 sleep technology, to be fully owned by Evero, under the terms and conditions of an asset purchase agreement.

In addition, Therapix issued to Capital Point a warrant to purchase $340,000 of American Depositary Shares of Therapix. Pursuant to the terms of the warrant, the exercise price per ADS is equal to the closing price of the company’s ADSs on the trading day on which the notice of exercise was actually received by the company, and shall be paid by transferring to Therapix a duly executed share transfer deed for such number of ordinary shares of Evero, where each ordinary share of Evero shall be valued at $35.50. The warrant will be exercisable for 12 months starting from the 12 month anniversary of the issuance date.

The transactions contemplated pursuant to the joint venture closed on May 18, 2020.

“We are excited about the potential of modulating the endocannabinoid system through repurposing of approved drugs, in the area of sleep, anxiety, and pain,” says Ascher Shmulewitz, MD, PhD, chairman of Therapix, in a release.

Shay Itzhak Lior, co-CEO of Capital Point, says, “For many years we have been supporting Coeruleus as we greatly believe in its potential. Together with Therapix we are confidant Coeruleus can achieve new heights.”