Filament Health Cancels Shareholder Meeting as it Makes Material Changes to Jupiter Acquisition Deal

Filament Health (OTCQB:FLHLF) (NEO:FH) (FSE:7QS) announced that its shareholder meeting yesterday was terminated.

In recent days, material changes to the terms of the company’s proposed financing of senior secured convertible notes to Helena Global Investment Opportunities 1 and to the terms of the proposed business combination with Jupiter Acquisition were required to properly structure the transactions to meet Nasdaq listing requirements, the company said.

Due to the proposed changes, the Filament board is currently considering all strategic options, including updates to the terms of the Note Financing and the proposed merger or alternative options, according to a press release.

In addition, Filament announced that it has engaged Donohoe Advisory Associates to provide advice relating to alternative Nasdaq listing strategies. 

Jupiter Acquisiton shareholders were expected to vote yesterday on the business combination with Filament Health, which is a natural psychedelic drug development company focused on the treatment of substance use disorders. It is unclear whether that meeting took place, as the SPAC has not made any announcement since last week’s statement that the meeting would be postponed until yesterday, Dec. 18.

The deal values Filament at an equity value of approximately $176 million, and had been expected to close by the end of this year, subject to shareholder approvals and other closing conditions.

Jupiter initially planned to hold a vote this month on a deadline extension that would give it until June 2024 to close the deal.

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