Filed by 1427702 B.C. Ltd.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:
Jupiter Acquisition Corporation
(Commission File No. 001-39505)
FILAMENT HEALTH ANNOUNCES HEALTH CANADA AUTHORIZATION
FOR PHASE 2 CLINICAL TRIAL STUDYING BOTANICAL PSILOCYBIN FOR OPIOID USE DISORDER
Filament-sponsored research will study its
botanical psilocybin drug candidate, PEX010
Vancouver, British Columbia, October
10, 2023 – Filament Health Corp. (OTCQB: FLHLF) (NEO: FH) (FSE:7QS) ("Filament" or the "Company"), a clinical-stage
natural psychedelic drug development company, today announced Health Canada approval for a phase 2 clinical trial at the University of
British Columbia (UBC). The trial will study the effects of PEX010, Filament's botanical psilocybin drug candidate, for the treatment
of opioid use disorder (OUD).
"Opioid use disorder
is one of the most challenging public health issues and a major contributor to the escalating overdose crisis in Canada," said Dr.
Christian Schütz, Professor of Psychiatry at UBC and Principal Investigator for the trial. "This trial will assess the safety
and feasibility of delivering psilocybin in the treatment of OUD, and evaluate potential changes in participants' opioid use. We are grateful
to Filament Health for funding and facilitating this trial."
Standard treatment for OUD
is opioid agonist therapy (OAT). But less than half of those who start OAT remain for 6 months, and approximately 1 in 10 patients receiving
professional help due to an overdose were receiving OAT. There is a critical need for research into new interventions to support those
with OUD, and research indicates that psychedelic-assisted therapy may be a promising approach.
"This is a landmark moment in Filament's
mission to support the treatment of substance use disorders with naturally-derived psychedelics," said Benjamin Lightburn, Chief
Executive Officer and Co-Founder of Filament Health. "As a Vancouver-based company, we are quite aware of the ongoing toxic drug
crisis fuelled by OUD. We are proud to sponsor this much-needed research by Dr. Schütz and his team."
ABOUT FILAMENT HEALTH (OTCQB:FLHLF) (NEO:FH)
(FSE:7QS)
Filament Health is a clinical-stage natural
psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives
of many, and our mission is to see them in the hands of everyone who needs them as soon as possible. Filament's platform of proprietary
intellectual property enables the discovery, development, and delivery of natural psychedelic medicines for clinical development. We are
paving the way with what we believe to be the first-ever natural psychedelic drug candidates.
Learn more at www.filament.health and on Twitter,
Instagram, and LinkedIn.
MEDIA RELATIONS
Anna Cordon, Director of Communications
anna@filament.health
INVESTOR RELATIONS
ir@filament.health
* * *
Important Information About the Proposed Business
Combination and Where to Find It
This
communication may relate to the proposed business combination (the “Proposed Business Combination”) between Jupiter Acquisition
Corporation, a Delaware corporation (“Jupiter”), and Filament Health Corp., a corporation organized under the laws of British
Columbia (“Filament”), and may be deemed to be solicitation material in respect of the Proposed Business Combination. The
Proposed Business Combination will be submitted to Jupiter’s stockholders for their consideration and approval. 1427702 B.C. Ltd.,
a corporation organized under the laws of British Columbia (“TopCo”), has filed a registration statement on Form F-4 (File
No. 333-273972) and amendments and supplements thereto (the “Registration Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”), which contains a preliminary proxy statement/prospectus that constitutes (i) a preliminary proxy statement
in connection with Jupiter’s solicitation of proxies for the vote by Jupiter’s stockholders to approve the Proposed Business
Combination and other matters as described in the Registration Statement and (ii) a preliminary prospectus relating to the offer of TopCo
securities to be issued in the Proposed Business Combination. Jupiter and TopCo also intend to file other relevant documents with the
SEC and, in the case of Filament and TopCo, with the applicable Canadian securities regulatory authorities, regarding the Proposed Business
Combination. After the Registration Statement has been declared effective, Jupiter will mail the definitive proxy statement/prospectus
and other relevant documents to its stockholders as of the record date established for voting on the Proposed Business Combination. The
Proposed Business Combination will also be submitted to the securityholders of Filament for their consideration and approval. JUPITER’S
STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS,
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH JUPITER’S
SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE PROPOSED BUSINESS COMBINATION,
BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT JUPITER, FILAMENT, TOPCO AND THE PROPOSED BUSINESS COMBINATION.
Jupiter’s
stockholders and other interested parties may also obtain a copy of the Registration Statement, the preliminary proxy statement/prospectus,
any amendments or supplements thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed
with the SEC regarding the Proposed Business Combination and other documents filed with the SEC by Jupiter, without charge, at the SEC’s
website located at www.sec.gov, or by directing a request to: Jupiter Acquisition Corporation, 11450 SE Dixie Hwy, Suite 105, Hobe Sound,
FL 33455. As the Registration Statement contains certain information about Filament, the Registration Statement has also been made available
under Filament’s profile on SEDAR at www.sedar.com.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This
communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian
securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “could,” “continue,” “may,” “might,” “outlook,” “possible,”
“potential,” “predict,” “scheduled,” “should,” “would.” “seek,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. Generally, statements that are not historical
facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. These statements are based on various assumptions, whether or not identified in this communication,
and on the current beliefs and expectations of Filament’s, TopCo’s and Jupiter’s management and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Although
Filament, TopCo and Jupiter believe that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking
statements are reasonable, none of Filament, TopCo or Jupiter can assure you that any of them will achieve or realize these plans, intentions,
or expectations. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Filament, TopCo and Jupiter. These forward-looking statements are subject to a number
of risks and uncertainties, including (i) the occurrence of any event, change or other circumstances that could give rise to the termination
of the Proposed Business Combination; (ii) the failure of either Jupiter or Filament prior to the Proposed Business Combination, or TopCo
after the Proposed Business Combination, to execute their business strategy; (iii) the outcome of any legal proceedings that may be instituted
against Filament, TopCo or Jupiter or others following the announcement of the Proposed Business Combination; (iv) the inability to complete
the Proposed Business Combination due to the failure to obtain any necessary interim order or other required court orders in respect of
Filament’s statutory plan of arrangement under the Business Corporations Act (British Columbia) with respect to the Proposed Business
Combination or the failure to obtain the approval of Filament’s shareholders or Jupiter’s stockholders or to satisfy other
conditions to closing; (v) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate
as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Business Combination;
(vi) the ability to meet stock exchange listing standards prior to and following the consummation of the Proposed Business Combination;
(vii) the risk that the Proposed Business Combination disrupts current plans and operations of Filament as a result of the announcement
and consummation of the Proposed Business Combination; (viii) the ability to recognize the anticipated benefits of the Proposed Business
Combination, which may be affected by, among other things, competition and the ability of TopCo to grow and manage growth profitably,
maintain relationships with customers and retain its management and key employees; (ix) costs related to the Proposed Business Combination;
(x) failure to comply with and stay abreast of changes in laws or regulations applicable to Filament’s business, including health
and safety regulations and policies; (xi) Filament’s estimates of expenses and profitability and underlying assumptions with respect
to redemptions by Jupiter’s stockholders and purchase price and other adjustments; (xii) any downturn or volatility in economic
or business conditions; (xiii) the effects of COVID-19 or other epidemics or pandemics; (xiv) changes in the competitive environment affecting
Filament or its customers, including Filament’s inability to introduce, or obtain regulatory approval for, new products; (xv) the
failure to obtain additional capital on acceptable terms; (xvi) the impact of pricing pressure and erosion; (xvii) failures or delays
in Filament’s supply chain; (xviii) Filament’s ability to protect its intellectual property and avoid infringement by others,
or claims of infringement against Filament; (xix) the possibility that Filament, TopCo or Jupiter may be adversely affected by other economic,
business and/or competitive factors; (xx) the failure of Filament or TopCo to respond to fluctuations in foreign currency exchange rates;
and (xxi) Filament’s estimates of its financial performance; and those factors discussed in documents of Jupiter or TopCo filed,
or to be filed, with the SEC. If any of these risks materialize or any assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that none of Filament, TopCo or Jupiter presently
knows or that Filament, TopCo and Jupiter currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Filament’s, TopCo’s and Jupiter’s
expectations, plans, or forecasts of future events and views as of the date of this communication. Filament, TopCo and Jupiter anticipate
that subsequent events and developments will cause Filament’s, TopCo’s and Jupiter’s assessments to change. However,
while Filament, TopCo and Jupiter may elect to update these forward-looking statements at some point in the future, Filament, TopCo and
Jupiter specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Filament’s,
TopCo’s or Jupiter’s assessments as of any date after the date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
No Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from the Securities Act. In Canada, no offering of securities shall be made except by means of
a prospectus in accordance with the requirements of applicable Canadian securities laws or an exemption therefrom. This communication
is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, an advertisement or a public offering
in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or similar regulatory authority
in respect of any of the securities referred to herein.
Participants in Solicitation
Jupiter,
Filament, TopCo and certain of their respective directors, executive officers, and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of proxies from Jupiter’s stockholders in connection with the Proposed
Business Combination. Information regarding Jupiter’s directors and executive officers is available in its Annual Report on Form
10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 10, 2023. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies from Jupiter’s stockholders in connection with the Proposed
Business Combination is set forth in the Registration Statement, and the preliminary proxy statement/prospectus included therein, and
will be set forth in the definitive proxy statement/prospectus when it is filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests is included in the Registration Statement, and the
proxy statement/prospectus included therein, and will be included in the definitive proxy statement/prospectus when it becomes available.
Jupiter’s stockholders, potential investors, and other interested persons should carefully read the Registration Statement, the
preliminary proxy statement/prospectus, any amendments or supplements thereto and, once available, the definitive proxy statement/prospectus,
and related documents filed with the SEC, before making any voting or investment decisions. These documents, once available, can be obtained
free of charge from the sources indicated above.
No Assurances
There can be no assurance that the Proposed Business Combination will be
completed, nor can there be any assurance, if the Proposed Business Combination is completed, that the potential benefits of the Proposed
Business Combination will be realized.
Jupiter Acquisition (NASDAQ:JAQCU)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Jupiter Acquisition (NASDAQ:JAQCU)
Historical Stock Chart
Von Jun 2023 bis Jun 2024