Eleusis to Become Public Company in Merger with Silver Spike Acquisition Corp. II (SPKB)

January 20, 2022 7:22 AM EST

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Eleusis, a clinical-stage life science company that aims to unlock the therapeutic potential of psychedelics, and Silver Spike Acquisition Corp. II (“SPKB”) (NASDAQ: SPKB/SPKBU/SPKBW), a publicly traded special purpose acquisition company (“SPAC”) sponsored by an affiliate of Silver Spike Capital (“Silver Spike”), announced today that they have signed a definitive business combination agreement expected to make Eleusis a public company. Upon the close of the transaction, the combined company will be operated through Eleusis Inc., a new holding company, and will apply to have its common stock listed on Nasdaq under the symbol “ELEU.”

Founded in 2013, Eleusis is dedicated to transforming psychedelics into medicines. ELE-Psilo, Eleusis’s lead drug candidate, is being developed to treat depression and is expected to enter Phase I trials in 2022, subject to regulatory authorization. Eleusis designed ELE-Psilo, if FDA-approved, to be compatible with existing U.S. healthcare infrastructure and insurance coverage and reimbursement requirements.

Third-party clinical studies investigating oral psilocybin have reported compelling anti-depressant effects. When administered orally, however, psilocybin may only be “halfway” to a modern medicine. Academic trials of oral psilocybin revealed considerable variability in patients’ absorption and metabolism rates at identical doses, which may result in unpredictable pharmacokinetics and pharmacodynamics. Combined with the lengthy treatment and observation periods in these trials – up to 6 hours – oral psilocybin could prove impractical for broad therapeutic use, even if it secured FDA-approval.

Eleusis formulated ELE-Psilo to deliver psilocin, the active ingredient in psilocybin, via IV infusion. IV-administered psilocin has the potential to offer more consistent therapeutic effects to patients, more controllable therapies to clinicians, and shorter treatment times – planned to be two hours or less – than orally-administered psilocybin exhibited in third-party clinical studies.

Further, Eleusis’s subsidiary Andala plans to solve the practical, “last mile” challenges of interventional psychiatric therapy. It is a care delivery management company dedicated to managing clinics that offer patients safe and convenient access to psychiatric drug therapies, potentially covered and reimbursed by insurance. Currently, its managed clinics provide access to FDA-approved drug therapies like SPRAVATO (esketamine). Andala aims to establish a nationwide care delivery platform that will offer patients access to all psychedelic drug therapies approved by the FDA in the future.1

“This is an ideal moment for Eleusis to go public with a partner like Silver Spike,” said Shlomi Raz, CEO and founder of Eleusis. “We are thrilled to work with the Silver Spike team, whose extensive financial and industry experience complement our expertise. We believe access to public capital markets will accelerate our efforts to transform psychedelics into modern medicines, and ultimately offers the potential to improve millions of patients’ lives while creating long-term value for our shareholders.”

Silver Spike Acquisition Corp. II is a $287.5 million SPAC sponsored by Silver Spike, an asset manager with deep expertise in health, wellness and cannabis investments. The team’s experience includes the completed merger of Silver Spike’s first SPAC, Silver Spike Acquisition Corp., with WM Holding Company, a leading technology and software infrastructure provider to the cannabis industry.

Scott Gordon, CEO and Chairman of SPKB, and CEO and Founder of Silver Spike, added, “At Silver Spike, we believe that realizing the vast therapeutic potential of psychedelics will require companies like Eleusis to develop practical solutions to accelerate mainstream adoption and spur innovation that leads to approved psychedelic therapies that are both accessible and affordable. In addition, Andala’s groundbreaking work managing clinics to address the ‘last mile’ challenge of psychedelics is consistent with our investment thesis in alternative health and wellness categories – find the companies that enable an entire market to scale. We believe Eleusis has identified the ‘end game’ of developing psychedelic drug therapies, and we are excited to be playing a role in potentially realizing its inspiring vision."

Eleusis expects to use the proceeds received from SPKB’s trust account in the transaction to support clinical development of ELE-Psilo, early stage drug discovery and translational research, and the nationwide expansion of Andala-managed clinics.

Mr. Raz will continue to serve as CEO of the combined company, and the combined company’s Board of Directors is expected to include current Eleusis board members and Scott Gordon from SPKB. Earlier in 2021, Eleusis welcomed four new directors to its Board: David Socks, former CEO of Phathom Pharmaceuticals, joining as Chairman, Robert Hershberg, M.D., Ph.D., former CBO and CSO of Celgene, John Tucker, CEO of SC Pharmaceuticals, and Esther van den Boom, Managing Partner at van den Boom & Associates.

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1 Eleusis expects to divest Andala in whole or in part in advance of any potential FDA approval of ELE-Psilo or any other drug candidate developed and/or marketed by Eleusis to mitigate the regulatory risks associated with Eleusis’s affiliation with clinics in a position to purchase, order or recommend any FDA-approved therapies developed or marketed by Eleusis.

Transaction Overview

The transaction implies a combined company enterprise value of approximately $446 million. All Eleusis equity held by existing Eleusis shareholders and other investors, including Eleusis’s management, will roll in the transaction into equity of the combined company and will be subject to a one-year lockup, subject to certain exceptions and early release in certain circumstances. Existing Eleusis shareholders and other investors will additionally receive earnout consideration at the closing of the transaction representing approximately 14% of an adjusted measure of the enterprise value of the combined company, which will vest only if and when the combined company’s stock price exceeds certain targets during the three-year period after the closing of the transaction. Upon completion of the transaction, the current owners of Eleusis will retain approximately 49% ownership of the combined company, assuming no redemptions by SPKB’s public shareholders and excluding the earnout consideration.

The combined company expects to receive up to $287.5 million of gross proceeds from SPKB’s trust account, assuming no public shareholders of SPKB exercise their redemption rights and before transaction expenses.

The boards of directors of both SPKB and Eleusis have unanimously approved the transaction. The transaction is expected to close in the second or third quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals and approval by SPKB’s shareholders.

Canaccord Genuity LLC is serving as financial advisor and Latham & Watkins LLP is serving as legal advisor to Eleusis. Credit Suisse Securities (USA) LLC served as financial and equity capital markets advisor and Cantor Fitzgerald & Co. served as capital markets advisor to Silver Spike Acquisition Corp. II, and Davis Polk & Wardwell LLP is serving as its legal advisor.

Investor Presentation Information

Eleusis and Silver Spike have prepared a prerecorded investor presentation. Interested parties may view the prepared remarks on Eleusis' website at eleusisltd.com. The investor presentation will also be furnished today to the SEC, which can be viewed at the SEC’s website at www.sec.gov.

About Eleusis

Founded in 2013, Eleusis is a life science company dedicated to transforming psychedelics into mainstream medicines, The company’s comprehensive discovery and development capabilities, together with the care delivery platform of Andala-managed clinics, are designed to target a broad spectrum of unmet needs within and beyond psychiatry.

About Silver Spike Acquisition Corp. II

Silver Spike Acquisition Corp. II, an affiliate of Silver Spike Capital, is a blank check company focused on the cannabis and alternative health and wellness industries, formed for the purpose of effecting a merger, amalgamation, share exchange, share purchase, reorganization, or similar business combination with one or more businesses.

Its management team and board of directors are composed of veteran cannabis and finance industry executives and founders, including Scott Gordon, founder and CEO of the company, and Dr. Orrin Devinsky, director of the company, who is the director of the NYU Langone Comprehensive Epilepsy Center and is a professor of neurology, neuroscience, psychiatry and neuroscience at the NYU School of Medicine and who since 2016 has served as Chair of the Medical Advisory Board at Tilray.

About Silver Spike Capital

Silver Spike Capital is an investment manager dedicated to credit- and equity- related opportunities in the cannabis and alternative health and wellness industries. Established in 2019, the firm has raised over $1 billion of private and public market capital dedicated to the sector.

The $1.5 billion business combination of the firm's first SPAC, Silver Spike Acquisition Corp, with WH Holdings, a leading technology platform for the cannabis industry and operator of WeedMaps (Nasdaq: MAPS), represents one of the largest equity checks ever written in the cannabis sector at nearly $600 million of cash proceeds.

Separately, in 2019, the firm launched the Silver Spike Alternative Health Partners Fund to focus primarily on psychedelics-related businesses and has since made several investments in a variety of operating companies encompassing both drug development and care delivery.

Silver Spike Capital is headquartered in New York with a satellite office in Toronto.



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