Armada Acquisition has entered a definitive business combination agreement with Brains Bioceutical that values the latter at an implied pre-money equity value of about $750m.
Following completion of the merger, the combined entity will be named Brains Therapeutics and intends to list its common shares on the Nasdaq stock exchange under the BAPI ticker symbol.
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The transaction remains subject to regulatory clearances, registration statements, and shareholder votes from both entities.
The boards of directors of both organisations have unanimously approved the deal, which is scheduled to conclude during the second quarter of 2027.
Under the agreed terms, current Brains Bioceutical shareholders will roll the entirety of their equity into the new public company.
Brains Bioceutical manufactures active pharmaceutical ingredients (APIs) and develops pharmaceutical therapies, operating an EU good manufacturing practice (EU-GMP) manufacturing facility through its wholly owned subsidiary, BSPG Laboratories.
The company produces or develops several cannabinoid ingredients, comprising cannabinol (CBN), cannabidiol (CBD), cannabigerol (CBG), delta-8-tetrahydrocannabinol (D8-THC), and D9-THC, alongside medical products and drug intermediates.
It maintains regulatory filings, controlled-substance licences, and clinical research experience across Australia, Brazil, Japan, the UAE, the UK/EU, and the US.
In addition to pharmaceutical supply, the business distributes ingredients across animal health and nutraceutical markets.
Brains Bioceutical CEO and chairman Rick Brar said: “This transaction represents an important milestone in the evolution of Brains Bioceutical. We have spent years developing the manufacturing, regulatory and scientific foundation required to participate in the pharmaceutical market at scale.
“Today, Brains is not simply developing promising compounds. We have an established pharmaceutical-grade manufacturing platform, commercial customer relationships, extensive regulatory experience and a growing pipeline of proprietary and partnered drug programmes.”
The company’s clinical pipeline includes an oral capsule for epilepsy, an early programme targeting sleep disorders, and global rights to an extended-release methazolamide formulation for glaucoma.
Brains Bioceutical also provides clinical material for a National Institutes of Health (NIH)-funded study assessing cannabinoids for opioid use disorder.
