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Field Trip Health Ltd.
6/30/2022
Greetings and welcome to the Field Trip Fiscal Fourth Quarter and Full Year 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the call over to Kathleen Heaney of Investor Relations. Thank you. You may begin.
Good morning, and welcome to FieldChief's Fourth Quarter Earnings Conference Call. Before we begin the call, I am obligated to remind everyone that during the course of this conference call, management may be making some forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. These results are outlined in the Risk Factor section of the company's filings and disclosure materials. Any forward-looking statements should be considered in light of these factors. Please also note at Safe Harbor, any outlook we present is as of today, and management does not undertake any obligations to revise any forward-looking statements in the future. Presenting today will be Joseph Del Moral, co-founder and chief executive officer, Ronan Levy, co-founder and executive chairman, and Donna Wong, chief financial officer. I'll now turn the call over to Joseph to begin today's presentation with an update on the spin-out transaction.
Thank you, Kathleen, and welcome to everyone joining us this morning. As previously disclosed, the strategic review confirmed that both divisions of Fieldtrip are equipped and ready to successfully operate as independent companies with distinct strategies, dedicated management teams, and the capital resources required to execute on the respective business priorities. We are pleased to say that we are nearing the finish line. This past Monday, shareholders approved the arrangement and concurrent financing, thereby approving the spin-out transactions. Subject to completion of the arrangement, shareholders also approved the Field Trip Health and Wellness Equity Incentive Plan and authorized Field Trip Health and Wellness to reserve and allot for issuance and issue upon the exercise of options up to 10% of the number of common shares in Field Trip Health and Wellness issued in outstanding from time to time on a non-debuted basis. And, just yesterday, we received the final court approval for the spin-out transaction. The closing of the arrangement remains subject to regulatory approvals, including the conditional listing approval by the TSX Venture Exchange. It is expected that the closing of the arrangement will occur on or around August 2022. At that time, the individual companies will be named Reunion Neuroscience Inc., the drug discovery business, which will continue to focus on the research and development of novel psychedelic molecules such as FT-104 and fieldship health and wellness, which will house the clinics and technology business and will continue its focus on developing proprietary, competitive, and differentiated psychedelic assistive therapies through innovation and therapeutic protocols. On closing, it is expected that each share of the company will be exchanged for one common share of reunion and approximately 0.86 common shares of fieldship health and wellness. Additionally, Reunion will remain listed on the NASDAQ stock market, enter on the stock exchange, and Fieldtrip Health and Wellness, subject to exchange approval, will list on the TSX Venture Exchange. We are pleased to secure the financing to execute on our plan given the current challenging market environment. Concurrent with closing of the SPINO transaction, Fieldtrip Health and Wellness is expected to complete a series of private placement financings for gross proceeds of $20 million. led by Oasis Management Company and Fieldtrip. This is expected to be sufficient to support the growth of the business as well as enable the company to reach break-even. Now that the spinoff has been approved by the shareholders, and as we undertake the separation, it is key that we preserve the synergies that currently exist as well as the wealth of knowledge that we've accumulated over the past two years. We are now focused on the future for the separate drug development and clinics businesses. and allowing them to execute on their respective strategic priorities. I will now hand the call over to Ronan to provide an update on Fieldtrip Health and Wellness.
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