Therapix Biosciences Enters Into MOU For Business Combination With Heavenly Rx, Ltd.

TEL AVIV, Israel, Nov. 18, 2019 Therapix Biosciences Ltd.("Therapix" or the "Company") (NASDAQ:TRPX), announced today that it entered into a memorandum of understanding ("MOU")

Benzinga · 11/18/2019 22:37

TEL AVIV, IsraelNov. 18, 2019 Therapix Biosciences Ltd.("Therapix" or the "Company") (NASDAQ:TRPX), announced today that it entered into a memorandum of understanding ("MOU") with Heavenly Rx, Ltd. ("Heavenly Rx"), an emerging consumer hemp CBD company, pursuant to which Therapix and Heavenly Rx have agreed to pursue a business combination. Any transaction between the parties remains subject to entry into a definitive agreement and to shareholder and regulatory approvals. Pursuant to the MOU, the parties will negotiate a definitive agreement for a business combination between Therapix and Heavenly Rx, constituting a reverse takeover of Therapix by Heavenly Rx. Heavenly Rx is led by Paul Norman, former President of Kellogg Company's North American business. The parties have agreed to enter into an initial share exchange between Therapix and Heavenly Rx pursuant to which Therapix will issue up to 20% of its outstanding American Depositary Shares to acquire, from certain shareholders, an interest in Heavenly Rx. This share exchange is expected to close within 30 days and represents an initial step towards the proposed business combination between Therapix and Heavenly Rx. If the business combination between Therapix and HeavenlyRx is consummated, the parties intend, at any time up to the one-year anniversary of closing, to spin-out the Company's current pharmaceutical research and development assets to those shareholders of Therapixwho are holders at the time of closing of the business combination transaction with HeavenlyRx.Therapix has also agreed to pursue financing in support of the proposed business combination.