Dear fellow shareholders,
As we approach our Annual General Meeting, I want to speak with you plainly — about a year of genuine progress, about two transactions I expect to define our next chapter, and about a decision I am asking you to help us make.
A year of execution
This year, PharmAla did what we said we would: we sold product, signed partners, and advanced science — without betting the company on any single regulatory outcome. Our LaNeo™ MDMA continued to supply leading clinical research, including at Yale, Johns Hopkins, and UCLA, and into U.S. government-sponsored trials associated with the Department of Veterans Affairs and the Defense Health Agency. We broadened our commercial base with new distribution partners in the Netherlands and New Zealand and an expanded U.S. footprint, and we completed our first “drugs-for-data” delivery in Israel. The “drugs-for-data” model has since become an integral part of our business, with follow-on orders. This decision was also validated by regulatory changes at FDA, which has begun accepting Bayesian analysis of clinical results. As such, the data we generate with our partners will become all the more valuable.
In Australia, Cortexa — our joint venture with ASX-listed Vitura Health — completed the first Australian-manufactured GMP MDMA capsule run and continues to expand under the Authorised Prescriber pathway. Along with our clinic partners, we have achieved both public reimbursement through the Department of Veterans Affairs, and private reimbursement through Medibank. And the policy environment moved in our direction: an April 2026 U.S. Executive Order singled out PTSD and traumatic brain injury, particularly among veterans, for accelerated regulatory pathways — indications that sit squarely in our pipeline.
Two transactions that change the math
Since then, we have signed two agreements that I believe are transformational, and both are structured to reward you without diluting you.
The first is Restora Neurosciences, a special-purpose vehicle to develop APA-01, our patented, non-controlled molecule targeting post-stroke neurorehabilitation and traumatic brain injury. PharmAla contributes intellectual property rather than cash, and retains a 50% founding stake protected by a 25% anti-dilution floor, a US$500,000 license fee, and a perpetual royalty. Our partners are leading the seed financing.
The second is a proposed license to Jupiter Neurosciences (NASDAQ: JUNS) of exclusive U.S. rights to ALA-002, our next-generation MDMA candidate, in a transaction that includes development milestones and royalties. We expect to finalize a definitive agreement this summer.
PharmAla would receive upfront cash and equity in a NASDAQ-listed company while retaining all rights to ALA-002 outside the United States, including through Cortexa.
Both transactions remain subject to definitive documentation and customary closing conditions — but the pattern is the point: we convert our science and our patents into capital and recurring economics, and we do it without dilution.
The opportunity in this market
Candidly, this is one of the most difficult markets for small-cap companies I have seen — and, for the right company, one of the most promising. Capital and attention are flowing almost entirely to large-cap names, leaving good small companies starved of both. For most, that is an existential problem. For PharmAla, it is an opening. Our business is not built on returning to the market every few months to raise money. Cortexa, Restora, and Jupiter are each structured so that our partners supply the capital while we supply the assets. That design lets us grow through a market like this one, while many of our peers are forced to stand still.
The road to a senior exchange
Many of you have asked when PharmAla will trade on a larger exchange. I believe a NASDAQ dual-listing is a real opportunity for this company, and our deepening U.S. footprint strengthens that case every quarter. Let me be equally clear about what we will not do: we will not move until PharmAla has the size and scale to succeed there. A listing we cannot support would be worse than no listing at all.
But if we are to act when that moment comes, your board and management must already hold the tools to do so. A senior listing carries structural requirements — including minimum share-price thresholds — that, given our current share count, cannot be met without a share consolidation, commonly called a reverse split. That is why we are asking you, at this meeting, to authorize the board to effect a consolidation at its discretion and at an opportune time. Authorization is not action; it is optionality. It lets us move when the window opens, rather than waiting to convene another meeting while the opportunity passes.
I understand the impulse to want a higher share price while being wary of the very mechanisms that make a higher-quality listing possible. I would only gently observe that those two wishes are in tension. Shareholders cannot ask for the destination and then withhold the map from the Board and Management. Shareholders will be best served when they give the PharmAla team the authority to act decisively when opportunity appears — and then hold us accountable for using it wisely.
That is the bargain I have always offered, and the one I intend to keep.
Thank you for your continued trust. There is a great deal of work ahead, and I have never been more confident in this team’s ability to do it.
Best regards,
Nicholas Kadysh
Founding Chief Executive Officer
PharmAla Biotech Holdings Inc.
Where to hear more from PharmAla
In the weeks ahead, there are several opportunities to hear directly from our team:
PharmAla Biotech Holdings Inc. (CSE: MDMA) is a biotechnology company focused on the research, development, and manufacturing of MDXX class molecules, including MDMA. PharmAla was founded with a dual focus: alleviating the global backlog of generic, clinical-grade MDMA to enable clinical trials, and to develop novel drugs in the same class. PharmAla is a “regulatory first” organization, formed under the principle that true success in the psychedelics industry will only be achieved through excellent relationships with regulators. Our team of dedicated professionals includes regulatory experts, scientists, and biomanufacturing professionals. PharmAla has built what it believes to be North America’s first cGMP MDMA value chain, encompassing GMP manufacturing of Active Pharmaceutical Ingredient (API), and drug product formulation. PharmAla’s research and development unit has also begun preclinical research into two patented Novel Chemical Entities (NCEs) based on MDXX class molecules, with proof-of-concept research currently ongoing at the University of Arkansas Medical School.
Nicholas Kadysh, CEO
press@pharmala.ca