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RespireRx Pharmaceuticals Inc. CEO Issues Progress and Status Report

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Glen Rock, N.J., Feb. 12, 2020 (GLOBE NEWSWIRE) — RespireRx Pharmaceuticals Inc. (OTCQB: RSPI), a leader in the development of medicines for respiratory disorders and central nervous system (“CNS”) indications, with a focus on obstructive sleep apnea, attention deficit hyperactivity disorder (“ADHD”), spinal cord injury and other neurological conditions, today provides a progress and status report to its stockholders, stakeholders, strategic partners as well as other interested parties. Dear Stockholders, Stakeholders, Strategic Partners and Other Interested Parties:     In conjunction with the start of a new year, we would like to provide you with this open letter summarizing where we are now and our goals for the immediate future. Of course, we can provide no assurance that we will achieve these goals (see cautionary note about forward-looking statements near the end of this letter), but we believe that they are based on realistic assumptions and are reasonably achievable. We will certainly work hard on your behalf to try to achieve what we lay out here.     RespireRx Pharmaceuticals Inc. (“RespireRx,” the “Company,” “we” or “our”) is developing a pipeline of new drug products based on our broad patent portfolios for two drug platforms: cannabinoids, including dronabinol, an FDA approved synthetically manufactured form of ∆9-tetrahydrocannabinol (“THC”), and neuromodulators, currently ampakines, which are proprietary compounds that positively modulate AMPA-type glutamate receptors to promote neuronal function. To build out the neuromodulator program, we are considering the addition of non-ampakine neuromodulators to the platform.     As part of the cannabinoid platform, two Phase 2 clinical trials have been completed demonstrating the ability of dronabinol to significantly reduce the symptoms of obstructive sleep apnea (“OSA”), a sleep-related breathing disorder that involves an episodic decrease or complete halt in airflow despite an ongoing effort to breathe during sleep. OSA afflicts an estimated 30 million people in the United States and a comparable number in Germany and the United Kingdom combined. Continuous Positive Airway Pressure (“CPAP”), the most common treatment for OSA, is cumbersome and difficult for many patients to tolerate. The true benefits of CPAP are seen with complete adherence to patients’ treatment programs. Unfortunately, studies report that most patients either refuse to initiate or completely discontinue CPAP use within the first several months and that most patients who continue to use the device do so only intermittently. With no approved drug treatments for OSA, we believe a clear need exists for a safe, effective pharmaceutical alternative.     We initially believed that the most direct route to commercialization was to proceed directly to a Phase 3 pivotal clinical trial using the currently available, FDA approved (for other indications), generically available dronabinol gel cap formulation and to commercialize, within the present RespireRx public corporate structure, a RespireRx branded dronabinol capsule under a 505(b)(2) FDA regulatory pathway in the US. We planned to follow this product with a proprietary formulation. However, several recent developments have caused us to re-evaluate this approach and to consider accelerating the development of a new proprietary formulation, as well as implementing an internal restructuring plan that contemplates spinning out the cannabinoid platform into what initially would be a wholly-owned subsidiary of RespireRx (“Newco”, official name not yet determined) for the purpose of developing pharmaceutical cannabinoids. Newco’s initial primary focus will be the re-purposing of dronabinol for the treatment of OSA, using a new proprietary formulation.         Below are some of the recent developments that have led to this re-evaluation.     1. Pharmaceutical Cannabinoids – While the liberalization of state laws regulating the use and sales of marijuana has created a major industry based on the commercialization of marijuana for both medical and recreational use, the U.S. Food and Drug Administration (“FDA”) has not recognized or approved the marijuana plant as medicine nor is it federally legal to sell products that contain cannabinoids, the pharmacologically active substances found within marijuana, as drugs, dietary supplements or foods (edibles) without its approval. In parallel with the widespread public attention given to the growth of the cannabis industry, an alternate approach has focused on the development of cannabinoids as pharmaceutical products. The term “pharmaceutical cannabinoids” refers to the development of cannabinoids according to the FDA accepted regulatory pathway by which a company receives FDA approval to market and sell a new drug. Scientific study has focused on the two major cannabinoids, THC and cannabidiol (“CBD”), although additional cannabinoids are gaining attention.     RespireRx has capitalized upon this opportunity by emphasizing its development of dronabinol for the treatment of obstructive sleep apnea (“OSA”). Within the last 15 months, senior members of RespireRx have accepted invitations to be major speakers at three international pharmaceutical cannabinoid conferences, one of which will be taking place in London, UK in May 2020. Within this context, we have had discussions with a number of potential cannabinoid investors and strategic partners who have expressed interest, mostly in the development of a new, proprietary formulation with extended patent life, with essentially no interest in the ampakine platform. Our assessment is that such potential investors or strategic partners, while apparently willing to accept the risks of a cannabinoid platform, are not interested in subjecting their cannabinoid investment or efforts to the risks of the neuromodulator platform. Alternatively, other potential investors and strategic partners might be interested in the neuromodulators independent of the cannabinoid platform.     2. Intellectual Property – RespireRx has exclusive rights to issued and pending patents claiming cannabinoid compositions and methods for treating cannabinoid-sensitive disorders, including sleep apnea, pain, glaucoma, muscular spasticity, anorexia and other conditions. We recently filed a continuation-in-part for our pending patent that describes and claims novel doses, controlled release compositions and methods of use for cannabinoids, as well as a new U.S. provisional patent application further disclosing novel dosage and controlled release compositions and methods of use for cannabinoids, alone or in combination, including with non-cannabinoid molecules. Specific claims describe low dosage strengths and controlled release formulations for attaining a therapeutic window of cannabinoid blood levels that produce the desired therapeutic effect(s) for a controlled period of time, while minimizing undesirable side effects. As previously disclosed, the original patents were filed by RespireRx and are now included in an exclusive license agreement with the University of Illinois. While no assurance can be provided that the claims in this continuation-in-part or the U.S. provisional patent application will be allowed in whole or in part, or that the patents will ultimately issue, we believe that these new filings, if allowed, will provide market protections through at least 2031.     New technologies, including nano- and micro-emulsions and thin films, have been shown to bypass the normal route of absorption and liver metabolism of cannabinoids, thus dramatically increasing blood levels and allowing for the use of low doses. Similarly, technologies may be used to achieve a controlled release of dronabinol. New cannabinoid formulation technology clearly is headed in the direction of enhanced absorption and controlled release. However, we believe that our pending patent priority relating back to 2010 predates the efforts of others seeking to develop low-dose or extended release formulations of cannabinoids. To the extent that new technologies result in lower doses and/or controlled release formulations, we believe they would infringe on our pending patents once issued, not only for use in the treatment of OSA but potentially a wide variety of other indications as well. For these reasons, we believe our new and continuing intellectual property initiatives may afford expanding strategic options and market exclusivity in the burgeoning pharmaceutical cannabinoid business sector.     3. Formulation Issues – In its present form as a soft gelatin capsule, dronabinol as currently marketed suffers from several major deficiencies:Poor and erratic absorption – THC is not water soluble and so commercial dronabinol is currently formulated as a sesame oil-based liquid within a soft gelatin capsule. The absorption of dronabinol after oral administration is poor and highly variable with some patients achieving very high levels and others achieving very low levels. This erratic absorption may be responsible for the variable therapeutic responses observed in dronabinol clinical trials.Rapid and extensive metabolism – Dronabinol is rapidly and extensively (approximately 80%) metabolized upon first pass through the liver, resulting in low blood levels. In addition, dronabinol has a relatively short half-life (approximately 3 – 4 hours) and, in its present formulation, is not optimally suited for therapeutic indications requiring blood levels to be sustained for 6 hours or longer.Undesirable side effects from high dosage strength – In order to achieve sustained, therapeutic blood levels, we have found it necessary to use higher doses of dronabinol in our OSA clinical trials. For example, over an 8-hour period, the 2.5 and 10 mg doses produced therapeutically equivalent effects during the first 4 hours, but only the 10 mg dose produced therapeutic effects during the second 4 hours (see below for details). Unfortunately, the 10 mg dose produces a higher occurrence of side effects than the 2.5 mg dose (see Marinol® package insert). We anticipate focusing on new formulations that would achieve the blood levels produced by the lower doses for a sustained time period, resulting in the desired therapeutic effect(s) while minimizing undesirable side effects.     Data from our Phase 2 clinical trials has allowed us to design new proprietary formulations of dronabinol, disclosed in our patents and optimized for the treatment of not only OSA, but other indications as well. Within the past 6 to 12 months, new formulation technology has emerged potentially allowing for the creation of a proprietary dronabinol formulation with optimized dose and duration of action for treating OSA. We have discussions in progress with a number of companies that have existing cannabinoid formulation technologies, expertise, and licensure capabilities, which may lead to the development of a proprietary formulation of dronabinol for RespireRx based on RespireRx’s pending patents for low-dose and extended release dronabinol. While no assurance can be provided that any of the formulation technologies that we are currently analyzing will result in viable products or that formulation agreements will be consummated on terms acceptable to us, if successful, we believe that the development of a novel, proprietary formulation of dronabinol would only extend time to market entry by approximately 12 months compared to the currently available generic soft gel capsules, but would dramatically extend market exclusivity.     4. Recent Developments Regarding OSA – OSA is a serious public health issue with established links to important co-morbidities, including hypertension, type II diabetes, obesity, stroke, congestive heart failure, coronary artery disease, cardiac arrhythmias, and even early mortality. The estimated economic burden of OSA in the United States is approximately $162 billion annually. While it is estimated that 30 million people in the U.S. suffer from OSA, only approximately 20% are diagnosed. The consequences of undiagnosed and untreated OSA are medically serious and economically costly.     The important need for diagnosing and treating OSA has recently been highlighted by the FDA clearance of several sleep apnea home test kits that are now third party reimbursed. Further highlighting this need, CVS Health Corporation (NYSE: CVS) recently has announced the implementation of a program to diagnose and treat OSA initially within their own in-store, walk-in MinuteClinics. If implemented throughout their HealthHUB store network, the number of people diagnosed with sleep apnea and eligible for treatment should increase dramatically. Fitbit (NYSE: FIT), the health oriented smart watch company is seeking clearance from the FDA to diagnose sleep apnea. We believe that the combination of more efficient and patient friendly diagnostic procedures and, ultimately, pharmaceutical treatments such as those we are developing will encourage more patients to seek diagnosis and treatment.     5. Possible Corporate Re-structuring – Our major challenge has been to raise substantial equity or equity-linked financing to support research and development programs for our two drug platforms, while minimizing the dilutive effect to pre-existing stockholders. At present, we believe that we are hindered primarily by our public corporate structure, our OTCQB listing, limited float and low market capitalization as a result of our low stock price. A number of potential cannabinoid investors and strategic partners with whom we have had discussions have expressed interest only in the development of a new, proprietary formulation with extended patent life.     For this reason, RespireRx is considering an internal restructuring plan that contemplates spinning out the cannabinoid platform into what initially would be a wholly-owned private subsidiary of RespireRx (“Newco”, official name not yet determined) with its own management team and board of directors. We have identified and are in discussions with an individual highly experienced in the cannabinoid industry to potentially serve as the chief executive officer, as well as key opinion leaders to sit on Newco’s scientific advisory board (“SAB”). However, we cannot provide assurance that this individual or the SAB candidates will join us. A detailed business plan with pro forma budgets has been prepared, which describes our strategy and plans for developing and commercializing the dronabinol platform for the treatment of OSA, including a review of the market opportunity, clinical development and regulatory pathway. A joint development and supply agreement is already in place with Purisys LLC (“Purisys”), a subsidiary of Noramco, Inc., a leading dronabinol manufacturer, in which Purisys will provide in-kind funding for API manufacturing and supply costs prior to NDA approval and into early commercialization. This agreement along with our license with the University of Illinois at Chicago, will need to be transferred or otherwise made available to Newco. While Newco’s initial, primary focus will be on re-purposing dronabinol for the treatment of OSA, we believe that our broad enabling patents and a new proprietary formulation may provide a framework for expanding into the larger burgeoning pharmaceutical cannabinoid industry.     We believe that by creating Newco, it may be possible, through separate finance channels, to optimize the asset value not only of the cannabinoid platform, but our neuromodulation platform as well.     6. Neuromodulator Platform – We currently are creating a business plan specific to developing drugs that act as neuromodulators at certain neurotransmitter receptors, with an initial focus on AMPA glutamate receptors. Through an extensive translational research effort from the cellular level through Phase 2 clinical trials, the Company has developed a family of novel, low impact ampakines, including CX717, CX1739 and CX1942, that may have clinical application in the treatment of CNS-driven neurobehavioral and cognitive disorders, spinal cord injury, neurological diseases, and certain orphan indications. Our lead clinical compounds, CX717 and CX1739, have successfully completed multiple Phase 1 safety trials and Phase 2 efficacy trials demonstrating target engagement. CX717 has successfully completed a Phase 2 trial demonstrating the ability to significantly reduce the symptoms of adult ADHD. In an early Phase 2 study, CX1739 improved breathing in patients with central sleep apnea. Preclinical studies have highlighted the potential ability of these ampakines to improve motor function in animals with spinal injury. Subject to raising sufficient financing, of which no assurance can be provided, we believe that we will be able to rapidly initiate a human Phase 2 study with either CX1739 or CX717 in patients with spinal cord injury and a human Phase 2B study in patients with ADHD with either CX717 or CX1739.     I would like to acknowledge and thank my colleagues, Jeff Margolis, our CFO, Richard Purcell, our Senior VP of Research and Development, and our Board of Directors as well as patent and general counsel, for all of their energy in advancing the Company and its promising drug candidates. And, to our investors, other stakeholders and strategic partners, we thank you and look forward to and rely upon your continued support.Arnold Lippa, Ph.D.
Executive Chairman, Board of Directors
Interim Chief Executive Officer
Chief Scientific Officer
Not a Securities Offering or SolicitationThis communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale of securities would be unlawful before registration or qualification under the laws of such jurisdiction.Cautionary Note Regarding Forward-Looking StatementsThis progress report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Company intends that such forward-looking statements be subject to the safe harbor created thereby. These might include statements regarding the Company’s future plans, targets, estimates, assumptions, financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about research and development efforts, including, but not limited to, preclinical and clinical research design, execution, timing, costs and results, future product demand, supply, manufacturing, costs, marketing and pricing factors. In some cases, forward-looking statements may be identified by words including “anticipates,” “believes,” “intends,” “estimates,” “expects,” “plans,” “contemplates,” “targets,” “continues,” “budgets,” “may,” and similar expressions and such statements may include, but are not limited to, statements regarding (i) future research plans, expenditures and results, (ii) potential collaborative arrangements, (iii) the potential utility of the Company’s proposed products, (iv) reorganization plans, and (v) the need for, and availability of, additional financing. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements are based on assumptions regarding the Company’s business and technology, which involve judgments with respect to, among other things, future scientific, economic, regulatory and competitive conditions, collaborations with third parties, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, actual results may differ materially from those set forth in the forward- looking statements. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s objectives or plans will be achieved. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies or changes thereto, available cash, research and development results, competition from other similar businesses, interest of third parties in collaborations with us, and market and general economic factors. For more information about the risks and uncertainties the Company faces, see “Item 1A. Risk Factors” of the RespireRx Pharmaceuticals Inc. Annual Report on Form 10-K as of December 31, 2018. For more current information about the Company, see the Company’s Quarterly Report on Form 10-Q as of September 30, 2019. Forward-looking statements speak only as of the date they are made. The Company does not undertake and specifically declines any obligation to update any forward-obligation to update any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.Company Contact:Jeff Margolis
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
Telephone: (917) 834-7206
E-mail: jmargolis@respirerx.com
RespireRx Pharmaceuticals Inc.
126 Valley Road,
Suite C,
Glen Rock, NJ 07452
www.respirerx.com

Cannabis

Blueberries Commences Commercial Sales of Proprietary Cultivars to Local Partners

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TORONTO, June 02, 2020 (GLOBE NEWSWIRE) — Blueberries Medical Corp. (CSE: BBM) (OTC: BBRRF) (FRA: 1OA) (the “Company” or “Blueberries“), a Latin American licensed producer of medicinal cannabis and cannabis-derived products, is pleased to announce that it has officially commenced sales of its proprietary cultivars approved by the Colombian Institute of Agriculture (“ICA”).
Blueberries has entered into multiple sales agreements to distribute its proprietary genetics to licensed producers located in Bogota Savannah, the region where the Company operates. Under the agreements, the Company will leverage contract growers to produce the Company’s registered non-psychoactive cannabidiol (“CBD”) strains approved by ICA. These proprietary cultivars were developed and tested by the Company’s agronomic team and optimized for growth in the local climate.Production from contract growers will be processed at the Company’s extraction facility under arrangements whereby Blueberries will retain a certain portion of the extracted product for resale as compensation for these services. Such arrangements provide the Company with premium extracts without the associated cultivation capital expenditures and related risks.“Being located in the same geographical region with the largest number of licensed cannabis growers in Colombia is a tremendous opportunity to sell our approved CBD dominant genetics to the licensed cannabis producers of the region” said Carlos Maldonado, Vice President of Operations. “This added line of business has great potential and will allow us to expand our dry flower production capacity without making any new substantial capital or operational investment in cultivation, which is aligned with our strategic focus on extraction. Additionally, we will secure sufficient cannabis biomass to feed our extraction line and will process a standardized extract oil.”  Blueberries leverages technology and strict quality protocols in its genetics cultivation operations. Starting with the cutting of the clones from the mother plant, the highly skilled and experienced technical and operational personnel utilize the most optimal technique to ensure the starter plants are female and clones produce high-yielding crops.“Now that our stabilized clone production is in full operation, we are able to produce high quality genetics for the regional marketplace. By bringing our CBD-dominant seedlings to licensed producers along with our value-added standard operating procedures, we are leveraging our operational expertise and cultivation license.” said Camilo Villalba, Chief Executive Officer of Blueberries. “Our genetics sales will be followed by the sales of our extracts in Q3, 2020, generating revenues to achieve cash flow positivity in the near future.” In addition to the Company’s own flower production, multiple agreements with local contract and associate growers secure sufficient cannabis supply to utilize a significant portion of the extraction facility’s current capacity, while scaling production capacity to maximize the use of the Company’s extraction capabilities.The initial processing capacity of the extraction facility is approximately 70,000kg/year of dried flower. Blueberries’ operations team is heavily focused on establishing a best-in-class extraction operation with the goal of becoming a leading extraction center in Latin America and an international supplier of medicinal-grade cannabis oil extracts, active pharmaceutical ingredients (“API”) and related products.About Blueberries Medical Corp.
Blueberries is a Latin American licensed producer of naturally grown premium quality cannabis with its primary operations ideally located in the Bogotá Savannah of central Colombia. The Company is led by a specialized team with proprietary expertise in agriculture, genetics, extraction, medicine, pharmacology and marketing, Blueberries is fully licensed for the cultivation, production, domestic distribution, and international export of CBD and THC-based medical cannabis in Colombia. Blueberries’ combination of leading scientific expertise, agricultural advantages and distribution arrangements has positioned the Company to become a leading international supplier of naturally grown, processed, and standardized medicinal-grade cannabis oil extracts and related products.
Additional information about the Company is available at www.blueberriesmed.com. For more information, please contact:Camilo Villalba, Chief Executive Officer
cvillalba@blueberriesmed.com
Tel: +57 (313) 483 0131
Ian Atacan, Chief Financial Officer
iatacan@blueberriesmed.com
Tel: +1 (416) 562 3220
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward looking statements relate, among other things, to: closing of the proposed transactions and achieving milestones in 2019 as contemplated, or at all, ability to expand distribution networks, ability to expand and upgrade the Company’s cultivation facilities in Colombia, internal expectations, expectations regarding the ability of the Company to access new Latin American and international markets, the ability to attract and retain new customers, and future expansion plans including development of the cultivation, production, industrialization and marketing of cannabis for commercial and scientific purposes.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the Colombian and international medical cannabis market and changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in Colombia, Argentina and elsewhere; and employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.Additional information regarding the Company, and other risks and uncertainties relating to the Company’s business are contained under the heading “Risk Factors” in the Company’s Listing Statement dated January 31, 2019 filed on its issuer profile on SEDAR at www.sedar.com.No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 

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Innocan Pharma Amends Terms of Marketed Short Form Prospectus Offering of Units

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Toronto, Ontario–(Newsfile Corp. – June 2, 2020) – Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) (the “Company” or “Innocan“), announces that it has amended certain terms of its marketed offering of units of the Company (the “Units“), that was previously announced on May 11, 2020 and May 14, 2020 (the “Offering“). Pursuant to the amended terms, the Offering of Units will be conducted at a price of $0.18 per Unit for minimum gross proceeds of $2,500,000 and maximum gross proceeds of $10,000,000.

Each Unit shall be comprised of one common share of the Company (a “Common Share“) and one Common Share purchase warrant of the Company (a “Warrant“). Each Warrant is exercisable into one Common Share (a “Warrant Share“) at a price of $0.25 for a period of 36 months following completion of the Offering.

Commencing on the date that is 12 months following the Closing Date, if the daily volume weighted average trading price (“VWAP“) of the Common Shares on the Canadian Securities Exchange for any period of 20 consecutive trading days equals or exceeds $0.50, the Company may, upon providing written notice to the holders of the Warrants (the “Acceleration Notice“), accelerate the expiry date of the Warrants to the date that is 30 days following the date of the Acceleration Notice.

The Offering is being led by Mackie Research Capital Corporation, as sole bookrunner, and Canaccord Genuity Corp. as co-lead agents (the “Lead Agents“), together with Haywood Securities Inc. and PI Financial Corp. (together with the Lead Agents, the “Agents“).

The Company has granted the Agents an option (the “Over-Allotment Option“) to cover over-allotments and for market stabilization purposes, exercisable in whole or in part at the sole discretion of the Agents, at any time up to 30 days from the closing of the Offering, to increase the size of the Offering by up to 15% of the number of Units (and/or the components thereof) sold pursuant to the Offering, on the same terms and conditions of the Offering.

The net proceeds raised under the Offering will be used for research and product development expenses, sales and marketing expenses, operating expenses and general and administrative expenses as well as for working capital and general corporate purposes.

The closing of the Offering is currently expected to be on or about the week of June 8, 2020 and is subject to certain conditions including, but not limited to the execution of an agency agreement and the receipt of all necessary regulatory approvals including the approval of the Canadian Securities Exchange (the “Exchange“).

The Company will use commercially reasonable efforts to list the Common Shares, and the Warrant Shares on the Exchange, subject to the Company fulfilling all of the listing requirements of the Exchange.

The Units are to be sold on a “best efforts” basis through the Agents by way of short form prospectus to be filed in each of the provinces of Canada except Québec and in other jurisdictions outside of Canada and the United States on an exempt basis in accordance with applicable securities laws. The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act“) or any state securities laws. Accordingly, the securities may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

About Innocan

The Company, through its wholly-owned subsidiary, Innocan Pharma Ltd. (“Innocan Pharma Israel“), is a pharmaceutical tech company that focuses on the development of several drug delivery platforms combining cannabidiol (“CBD“) with other pharmaceutical ingredients. Innocan and Ramot at Tel Aviv University are collaborating on the development of a new exosome-based technology that targets both central nervous system indications and the COVID-19 coronavirus. CBD-loaded exosomes may hold the potential to provide a highly synergistic effect of anti-inflammatory properties and help in the recovery of infected lung cells. This product, which is expected to be administrated by inhalation, will be tested against a variety of lung infections.

Innocan Pharma Israel has entered into a worldwide exclusive research and license agreement with Yissum Research and Development Company, the commercial arm of the Hebrew University of Jerusalem, to develop a CBD drug delivery platform based on a unique-controlled release liposome to be administrated by injection. The Company, together with Prof. Berenholtz, Head of the Laboratory of Membrane and Liposome Research of the Hebrew University, plans to test the liposome platform on several potential indications. The Company is also working on a dermal product integrating CBD with other pharmaceutical ingredients as well as the development and sale of CBD-integrated pharmaceuticals, including, but not limited to, topical treatments for relief of psoriasis symptoms as well as the treatment of muscle pain and rheumatic pain. The founders and officers of Innocan have commercially successful track records in the pharmaceutical and technology sectors in Israel and globally.

For further information, please contact:

Innocan Pharma Corporation
Iris Bincovich, CEO
+972-54-3012842
info@innocanpharma.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Caution regarding forward-looking information

Certain information set forth in this news release, including, without limitation, information regarding the markets, requisite regulatory approvals and the anticipated timing for market entry, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Innocan’s control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Innocan, including expectations and assumptions regarding the terms, timing and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions, distribution arrangements and the use of proceeds from the Offering.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: general global and local (national) economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and relationships with suppliers, manufacturers, customers, business partners and competitors. There are also risks that are inherent in the nature of product distribution, including failure to obtain any required regulatory and other approvals (or to do so in a timely manner) and availability in each market of product inputs and finished products. The anticipated timeline for entry to markets may change for a number of reasons, including the inability to secure necessary regulatory requirements, or the need for additional time to conclude and/or satisfy the manufacturing and distribution arrangements. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of launch of product distribution. A comprehensive discussion of other risks that impact Innocan can also be found in the short form prospectus filed in respect of the Offering and the documents incorporated by reference therein which are available under Innocan’s profile at www.sedar.com.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Innocan Pharma does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/57074

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Benchmark Botanics Reports Q1 2020 Results

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Vancouver, British Columbia–(Newsfile Corp. – June 1, 2020) – Benchmark Botanics, Inc. (CSE: BBT) (“Benchmark” or the “Company”) a cannabis producer, today released its financial and operational results for the first quarter ended March 31, 2020.

HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2020

  • Achieved record quarterly revenue of $191,095
  • Completed a $1,700,000 Private Placement Financing

Our complete financial statements and associated management discussion and analysis can be found on SEDAR.

RESULTS OF OPERATIONS

The following table sets forth consolidated statements of operations, which is expressed in Canadian dollars, except share and per share amounts, for the indicated periods.

Three-Month Period Ended (Unaudited)
3/31/2020 3/31/2019
Revenue 191,095
Gross profit before fair value impacts in cost of sales 89,189
Gross profit 47,739 127,862
Gross margin before fair value impacts in cost of sales 56.4%
Operating expenses 943,102 1,503,637
Loss from operations (895,363) (1,375,775)
Other income (expense) 23,015 3,474
Net loss (872,348) (1,372,301)
EBITDA (789,577) (1,275,353)
Adjusted EBITDA (723,304) (1,016,338)
Loss per share
         Basic (0.005) (0.010)
Weighted average number of shares
         Basic 172,517,023 142,576,705

 

Total revenue for the three months ended March 31, 2020 was $191,095 (2019 – $nil) from sales of dried cannabis to a licensed producer and retail sales for the adult-use market in Canada. The total quantity of cannabis sold during the three months ended March 31, 2020 was 29,587 grams (2019 – nil) at an average sale price of $6.46.

“Benchmark continued to grow during Q1 2020. We look forward to continuing to grow revenue and expect 2020 to be a very exciting year for our stakeholders. We have assembled a high-caliber team that is executing on the opportunities ahead. I am excited to see the commitment to drive strong revenue growth coupled with profitability. With the global impact from the COVID-19 pandemic in the quarter we acted promptly and remain operational while adjusting our priorities and spending to appropriately reflect the anticipated revenue impact. The health of all our staff and their families remain a priority for us in this challenging time and as we emerge from the pandemic, we will continue to provide support for their wellbeing and for our community,” said William Ying, Benchmark Botanics CEO.

About Benchmark Botanics Inc.

Benchmark is a diversified multi-licensed cannabis producer focused on a three-way vertical business model targeting the medical, pharmaceutical and recreational markets in Canada. The Company’s business plan also includes a strategy to become a Canadian licensed producer to pioneer selling medical cannabis and hemp throughout Asia, in countries where it is legal to do so.

Benchmark is focused on producing the highest-quality, indoor-grown cannabis for patients and adult recreational consumers, as well as developing international business partnerships to extend the Company’s global footprint.

Benchmark’s 100% owned subsidiary, Potanicals Green Growers Inc. (“Potanicals”) is a Health Canada licensed producer under the Cannabis Act and its regulations. The Company is producing at its indoor Peachland, BC Cannabis Complex and is constructing a Phase II expansion of an additional 10,000 square foot extraction facility there. Along with cultivation and production, the company’s Peachland BC facility also provides propagation, cultivation, cloning, storage, research and development, genetic improvements and is progressing towards CBD oil extraction and an EU-GMP certification.

As part of its expansion strategy, the company and a joint venture partner completed a second facility, a 4-acre Greenhouse Operation in Pitt Meadows, BC. The Company, through Potanicals, has received its second cultivation license, effective November 29, 2019, from Health Canada for the Pitt Meadow greenhouse.

For further information, please visit the Company’s website at www.benchmarkbotanics.com or the Company’s profile at www.sedar.com.

If you would like to be added to Benchmark’s news distribution list, please sign up at Investor Relations info@bbtinc.ca

ON BEHALF OF THE BOARD OF
BENCHMARK BOTANICS INC.

/s/ “William Ying”
William Ying
Chief Executive Officer

Tel: 604-238-0005
www.benchmarkbotanics.com

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this release.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, the news release contains forward-looking statements and information relating to Company’s corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company’s ability to carry out its business plan. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to several factors and risks. These include, but are not limited to, the Company’s ability to identify and complete additional suitable acquisitions to further the Company’s growth as well as risks associated with the medical marijuana industry in general, such as operational risks in development and production delays or changes in plans with respect to development projects or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of the potential market; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given 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 securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/57062

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