Jupiter Neurosciences Acquires Exclusive US Licensing Rights to ALA-002

Jupiter Neurosciences announced that it has entered into term sheet to acquire exclusive United States licensing rights to ALA-002, the drug candidate of PharmAla Biotech. Pursuant to the term sheet, Jupiter would make to PharmAla an upfront payment of $3.33M comprised of $1.50M in cash, and $1.83M in shares of common stock of JUNS at closing of the definitive agreement. The shares will be subject to a 120-day lock-up period. The term sheet also provides that additional development milestone payments and single digit royalties will be paid as the product is developed, approved and commercialized. Closing of the definitive agreement, based on the terms and conditions set forth in the term sheet, is to occur no more than 90 days from the execution of the term sheet. Pursuant to the term sheet, Jupiter agreed to deposit $600,000 into an escrow account upon execution of the term sheet, which shall be credited against the upfront cash consideration payable to PharmAla at closing under the definitive agreement. If the definitive agreement is not executed within 90 days from signing of the term sheet, PharmAla shall receive all the cash escrowed amount as a reverse termination fee, subject to fault-based carve-outs and exceptions as set forth in the escrow agreement. ALA-002 is a patented, non-racemic MDMA formulation recognized by the FDA as a novel chemical entity. The proposed transaction remains subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of all required corporate and regulatory approvals, and other customary closing conditions.