EX-99.1 5 ea182214ex99-1_jupiter.htm INVESTOR PRESENTATION, DATED JULY 2023

Exhibit 99.1

 

Cor p or ate P re s e ntat ion - J uly 2023 Psychedelic Medic ines Naturally Derived Ju ly 2023 Inve s tor P res e ntati o n Proposed Business Combination with Jupiter Acquisition Corporation

 

 

F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination between Filament Corp. (“Filament”) and Jupiter Acquisition Corporation (“Jupiter”) and related transactions (the “Proposed Transactions”) and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law, in no circumstances will Jupiter, Filament, 1427702 B.C. Ltd. (a new holding company created in connection with the Proposed Transactions, or “TopCo”) or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. None of Jupiter, Filament or TopCo has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change, and none of Jupiter, Filament, TopCo or any of their respective representatives or affiliates have any obligation to update this Presentation. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with Jupiter, Filament, TopCo or their respective representatives or affiliates, as investment, legal or tax advice. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Filament, TopCo or the Proposed Transactions. Recipients of this Presentation should each make their own evaluation of Filament, TopCo and the Proposed Transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. No assurances can be given that the Proposed Transactions will be consummated on the terms or in the timeframe currently contemplated, if at all. I m po r ta n t I n f o r m a tion a n d Wh e r e to F i n d I t In connection with the Proposed Transactions described herein, Jupiter and Filament expect that TopCo will file a registration statement on Form F - 4 (the “Form F - 4”) with the U.S. Securities and Exchange Commission (the “SEC”) that will include a proxy statement of Jupiter and will also constitute a prospectus of TopCo. Jupiter, Filament and TopCo urge investors, stockholders and other interested persons to read, when available, the Form F - 4, and the proxy statement/prospectus included therein, as well as other documents filed with the SEC, because these documents will contain important information about the Proposed Transactions. Such persons can also read Jupiter’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2022 filed with the SEC on March 10, 2023 (the “Jupiter Annual Report”) for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the Proposed Transactions described herein. After the Form F - 4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to Jupiter’s stockholders as of a record date to be established for voting on the Proposed Transactions and related matters to be described in the Form F - 4. Jupiter’s stockholders will also be able to obtain a copy of such documents, without charge and once available, by directing a request to: Jupiter Acquisition Corporation, 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455. These documents, once available, can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov). 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 OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Participants in the Solicitation Jupiter, Filament, TopCo and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Jupiter’s stockholders in connection with the Proposed Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Jupiter’s directors in the Jupiter Annual Report. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jupiter’s stockholders in connection with the Proposed Transactions will be set forth in the Form F - 4, and the proxy statement/prospectus included therein, when available. Information concerning the interests of Jupiter’s, Filament’s and TopCo’s participants in the solicitation, which may, in some cases, be different than those of Jupiter’s, Filament’s and TopCo’s equity holders generally, will be set forth in the Form F - 4, and the proxy statement/prospectus included therein, when it becomes available. Jupiter’s stockholders, potential investors and other interested persons should read the Form F - 4, and the proxy statement/prospectus included therein, and related documents filed with the SEC carefully before making any voting or investment decisions. These documents, once available, can be obtained free of charge from the sources indicated above. N o O f f er o r S o licita tion This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Transactions or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive subscription agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering, or by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Jupiter, Filament and TopCo reserve the right to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason. The communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of Jupiter, Filament, TopCo and other companies, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Jupiter, Filament or TopCo, or an endorsement or sponsorship by or of Jupiter, Filament or TopCo. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Jupiter, Filament or TopCo will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. F o r w a r d - L ookin g S tate m ents This Presentation includes certain statements that are not historical facts but are forward - looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward - looking statements include, but are not limited to, statements regarding the completion of the Proposed Transactions and expansion and market opportunities of the combined company. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Filament, TopCo and/or 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. 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 Jupiter, Filament and TopCo. These forward - looking statements are subject to a number of risks and uncertainties, which include, without limitation, Jupiter’s, Filament’s and TopCo’s inability to recognize the anticipated benefits of the Proposed Transactions, which may be affected by, among other things, the amount of cash available following any redemptions by Jupiter’s public stockholders; the ability to meet Nasdaq’s listing standards following the consummation of the Proposed Transactions; costs related to the Proposed Transactions; expectations with respect to future performance and growth; the timing of the completion of the Proposed Transactions; Filament’s or TopCo’s ability to execute its business plans and strategy and to receive regulatory approvals; potential litigation involving the parties; changes in domestic and foreign business, market, financial, political and legal conditions; geopolitical events, including the invasion of Ukraine by Russia; the ability of the parties to complete the Proposed Transactions or the performance of the combined company following consummation of the Proposed Transactions; regulatory changes, including the proposed rules issued by the SEC with respect to business combination transactions involving special purpose acquisition companies; access to additional financing; and other risks and uncertainties indicated from time to time in filings with the SEC by Jupiter, Filament or TopCo. Other factors include the possibility that the Proposed Transactions do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Jupiter’s most recent filings with the SEC and will be contained in the Form F - 4 expected to be filed in connection with the Proposed Transactions described above. All subsequent written and oral forward - looking statements concerning Jupiter, Filament or TopCo, the Proposed Transactions or other matters and attributable to Jupiter, Filament, TopCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Recipients of this Presentation are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made. Jupiter, Filament and TopCo expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward - looking statements contained herein to reflect any change in Jupiter’s, Filament’s or TopCo’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. F i n a n cia l I n f o r m a tion Filament’s historical financial information and data included in this Presentation is unaudited and has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) or is based on information prepared by Filament in accordance with IFRS. There are important differences between IFRS and generally accepted accounting principles in the United States of America, or GAAP. Additionally, certain financial information and data included in this Presentation is unaudited and does not conform to Regulation S - X promulgated by the SEC and may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus, including the Form F - 4, and the proxy statement/prospectus included therein, for the Proposed Transactions. There is no assurance that any such adjustments will not be material. This Presentation may contain financial forecasts and projections (collectively, “prospective financial information”) of Filament or the combined company. The independent registered public accounting firm of Filament did not audit, review, compile or perform any procedures with respect to the prospective financial information for the purpose of their inclusion in this Presentation, and accordingly, such firm has not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. This prospective financial information constitutes forward - looking statements and should not be relied upon as being guarantees or necessarily indicative of future results. The assumptions and estimates underlying such prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward - Looking Statements.” Accordingly, there can be no assurance that the prospective financial information is indicative of future performance of Filament or the combined company, or that actual results will not differ materially from the results presented in the prospective financial information included in this Presentation. Actual results may differ materially from the results contemplated by the prospective financial information included in this Presentation. The inclusion of such prospective financial information herein should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The purpose of the prospective financial information is to assist investors, shareholders and others in evaluating the performance of Filament's or the combined company's business. The prospective financial information may not be appropriate for other purposes. Information about Filament's guidance, including the various assumptions underlying it, is forward - looking and should be read in conjunction with “Forward - Looking Statements” in this Presentation, and the related disclosure and information about various economic, competitive, and regulatory assumptions, factors, and risks that may cause Filament's or the combined company's actual future financial and operating results to differ from what Filament currently expects. All amounts in this Presentation are expressed in U.S. dollars unless otherwise indicated. Disclaimers

 

 

F ILAM ENT H EALTH Summary Transaction Overview • Filament Health Corp. (“Filament”) signed a Business Combination Agreement on July 18, 2023, to combine with Jupiter Acquisition Corporation (Nasdaq:JAQC) (“Jupiter”) • Combined company will operate under the same management team as Filament Health Corp. • An t ici p ated closing in Q4 2 0 23 Overview Ownership • The transaction contemplates a pre - money enterprise value of approximately US $175 million for Filament • Filament shareholders are expected to retain a pro forma ownership of approximately 79% of the combined company (excluding shares underlying warrants and assuming no redemptions by Jupiter’s public stockholders) Financing • There is expected to be a minimum of US$5 million in cash on the balance sheet at closing that may be sourced from a combination of the cash held in trust (net of redemptions), cash on the balance sheet, and through additional financing sources Transaction Rationale • Provides Filament with access to the U.S. capital markets, to accelerate the development and advancement of its clinical pipeline • Public company - ready management and board, as Filament is currently listed on the NEO exchange • Gain access to a more sophisticated investor base for enhanced value Use of P roce eds In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 3 • To initiate Phase II clinical trials for its lead asset, PEX010, for Methamphetamine Use Disorder and Opioid Use Disorder • Wo r ki ng ca p ital and general co r p o r ate p u r po s e s

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 4 Detailed Transaction Overview Illust r ative S o u r c es & U s es S o u r c es ( I n U S D mil l ions) 14.8 $ Ju p iter Cash in Trus t 1 176.0 $ Stock Iss u ance to Fila men t 5.0 $ Cash from PIP E 2 195.8 $ Total S o u r c es U s es ( I n U S D millions) 176.0 $ Fila me nt Equ i ty Rollo v er 13.4 $ Cash to Ba l a n ce S h e e t 1 6.4 $ Esti m at e d T r ans a cti o n F e es & Ex p e n s e s 195.8 $ Total U ses Pro Fo r ma Valuat i o n 1,3 ( I n US D millions, ex c e p t p e r sha r e d ata) 22,327,002 Pr o - for m a S h ares O u tst a ndin g 3 10.00 $ (x) I l lust r ative S h are Price 223.3 $ Pro Forma Equ i ty V alue 3 13.4 $ ( - ) Pro Fo r ma N e t Cash 209.9 $ Total Ent e rp r i s e Valu e 3 1) 2) 3) Assumes no redemptions by Jupiter public stockholders and no cash from Filament's balance sheet Estimated $5 million in gross proceeds to close concurrently with the business combination Pro forma diluted basis at $10.00 per share, assumes no redemptions and excludes impact of unvested stock - based compensation and unvested shares pursuant to the new, to - be - established equity incentive plan and warrants, and excludes earn - out shares *Jupiter Public Shares Includes 300,000 shares to be issued to Brookline Capital Markets, a division of Arcadia Securities, LLC, and Ladenburg T h a l ma n n & C o. I n c.

 

 

F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 5 Filament Health Value Pillars ● Patented botanical drug development platform to create clinical - stage drug candidates ● Exceptional IP benefits from complex botanical API with faster path to clinic and ongoing distribution via early access programs ● Multi - billion dollar market opportunities to address the global mental health crisis ● Focus on substance use disorders; Phase I underway and Phase II approved ● Positioned for revenue from early access and out - licensing programs with future commercial royalties in non - core indications ● 18 issued patents in the US and Canada, at least 47 patent applications worldwide ● Partner trial program generating clinical data in new potential indications at minimal cost ● Vertically integrated GMP manufacturing enabling in - house research, development and intellectual property generation ● Experienced management team and board of directors API = Active Pharmaceutical Ingredient IP = I n t e llect ua l Pro p er t y G M P = Go od M a nu f a c t u r i n g Pra c t ice

 

 

F ILAM ENT H EALTH ● Defined by the FDA Botanical Drug Guidance (2016) 1 , botanical drugs: ○ Are derived from plant materials, algae, macroscopic fungi, and combinati o n s thereof ○ Have a complex combination of multiple active compounds, rather than one sing l e compound ○ Typical l y ha v e d oc u men t ed his t o r ic al use by humans ● Active metabolite, mechanism of action, full characterization may not be known or be impos sible to determi ne ● Secondary compounds are not impurities, they are part of the API and may improve efficacy ● Manufacturing, characterization, complex/multiple methods of action more akin to biologics than new chemical entities ● Significant contrast to conventional approach of single - compound API E x ceptional IP advan tages due to the dif f ic ulty in generic i zing comp l ex mi x t u r e s protected by process p a tents and trade secrets Fast tr a ck to c l ini c al devel opm e nt le v eraging document e d histor i cal human consumpt i o n instead of prec l in i cal studies Potent ial eff i c acy benefi ts thro u gh ento u rage ef f ect and consume r preference over syntheti c s 1 2 3 B O T A N ICAL DR UG AD V A N T A G ES In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 6 F DA = U . S. F oo d and Dru g Ad m inist r a t io n 1. Further reading: FDA Botanical Drug Guidance Advantages: Botanical Drugs Differentiated FDA development pathway with significant u ntap p ed p otential

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 7 Botanical Drug Advantages 1. Intellectual Property ● Process patents for manufacturing methods (extraction, purification, standardization) ● Small changes in the source material, manufacturing methods, or formulation can cause large changes in the final composition but are patented or kept as trade secret ● Small molecule methods are irrelevant if target compound purity achieved ● Genericization straightforward with small molecule, extremely difficult or impossible with complex botanicals ● Botanicals much more similar to biologics than small molecules Botanic al D rug Ch r oma t og r am 4 S y nth e tic Drug C h roma t og r a m 4 1. F D A S ays I t W o n't A pp r o ve Ge n e r i c Fo r m s o f P r e ma r in 2. The Botanical Drug Substance Crofelemer as a Model System for Comparative Characterization of Complex Mixture Drugs 3. Filing for a Patent Versus Keeping Your Invention a Trade Secret 4. Filament, illustrative chromatogram (a laboratory technique to separate, identify and quantify various compositional elements making up one substance; y - axis depicts detector response and x - axis represents time) Trad e - secret p r ocess IP for ex t r ac t s can outl ast traditional NCE patent protection. Examples include: ● Premar in: na t u r a ll y - derived menopau s e dr ug devel o ped by Wye t h/Pfize r 1 ○ Patents expired 1971 and yet sales re ach ed $ 1 .5B in 1 999 ○ Syn t het ic generics re pe a te d l y denied by FDA for failure t o p r ecisely replicate composition and activity ● Crofelemer: Approved botanical drug so comp l ex t h at t h e p r oduct can ’t be cha ra cte rize d an d is re l eased ba sed on a t r ad e - secret bioa ssay 2 ● Coc a - Col a: t r ad e - secret ex t r ac t ion p r ocess ha s pr o t ect ed t h e p r oduct since 1886 3 B O T A N ICAL DR UG AD V A N T A G ES NCE = N e w Ch e mi ca l En t i t y

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 8 3. Efficacy Benefits and Consumer Preference ● Positive efficacy benefit from several compounds working together (entourage effect) is not possible in synthetics or natural isolates ● Natural drugs have a completely different impurity profile which can increa s e tol e ra b ility ● S t rong consumer preference f or natur al produ cts in al l ind u stri es ● Lower cost to manuf a ct u re Consumer preference Limited residues an d no b ypr oducts Lower c o st to manufacture En t our age Effect B O T A N ICAL DR UG AD V A N T A G ES F ILAMENT H EAL T H Botanical Drug Advantages 2. Fast Track to Clinical Development ● Documented historical use can replace preclinical studies ● NCEs have unknown safety and efficacy which must be demonstrated through costly IND - enabling and phase 1 studies Filament Filament has received authorizations through its sponsors/partners to enter directly into Phase II clinical t r ia l s from FDA, Hea l th Canad a, an d EMA* Example: Examples: Acthar At t empt s at re cre at ing Ac t ha r gel, a c o mp l ex na tur al mixture, by combining isolated synthetic constituents failed to provide similar safety. Although long off patent, Questcor (then - maker of Acthar) was sold to Mallinckrodt for a p p r o x ima t e l y $5.8B in 2014 Dronabinol Dronabinol is a lab - made synthetic cannabinoid, genericized an d distr ib u te d under t h e b r an d n a mes Marinol, Syndros, Reduvo and Adversa whereas cannabis is a n at ural p l an t con t aining m u l tip l e ac t i v e ingredien t s NCE = N e w Ch e mi ca l En t i t y I N D = I n v e sti g a t io nal N e w Dru g Ap p lic a t io n EM A = Eu r o pe an Medic ines Ag e ncy *MHRA (Medicines and Healthcare Products Regulatory Agency is for UK license

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH S ec ond Gene r ati o n Psychedelic Compo u nds: ● While patentable, have unknown safety and efficacy requiring costly and risky preclinical work ● Seek to shorten treatment time; whether this can be accomplished remains to be seen. For now the only real a d v a ntage is p a tentabilit y ● Ineligible for any early legalisation efforts (OR, CO, AUS, CAN) 9 ● A l most al l k nown p s ychedelics are natur al ; s ome ha v e documented use for tho u s a nds of years ● M a ny a re a l m ost or comp l etely une x p l or e d clinica l ly (mesc a line, s a l v ia, buf o tenin e ) ● I s ol a ted compounds show ef f ic acy for many import ant indications, but development suffers due to lack of IP on non - p a ten t a b le generic syntheti c s Echi n o p sis pachanoi ↓ MESCALINE Ana d enanthera peregrina ↓ BUFOTENIN Acacia simplex ↓ N, N - DMT Botanical Drug Advantages Best Leveraged in Psychedelics B O T A N ICAL DR UG AD V A N T A G ES Botanical psychedelic drugs can provide the best of both worlds: Foundational IP, significant modern and historical evidence, entourage effect, consumer preference. Can be distributed today via early access programs, as described on Slide 13 OR = O r e g on CO = Col o r ado AUS = Aust rali a CAN = Canad a

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 10 Currently in FDA Trials: Psychedelic Botanical Drugs Technology enables rapid creation of unique, protected drug candidates with fast - track to clinical development Tar g et I ndications Pha s e I I Pha s e I R&D St a nda r diz ed Dosages Route Primary Compoun d Code Methamphetamine Use Disorder, Opioid Use Disorder, others via licensing and academic trials 1mg, 5mg, 2 5 mg Oral Psilocybin PEX010 Anywhere psil o cybin has shown ef f icacy Withheld Oral Psilocin PEX020 Anywhere psil o cybin has shown ef f icacy Withheld Sublingual Psilocin PEX030 PTSD, Substance use disorders Withheld Oral DMT/ β - Carbolines AEX010 Subst a nce use d i sorde r s Withheld Oral Mescaline MEX010 Subst a nce use d i sorde r s Withheld Oral Ibogaine IEX010 B O T A N ICAL DR UG AD V A N T A G ES

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 11 Drug Development Focus - Substance Use Disorders C lear endpo ints and s ignificant unm et nee ds ● Among Americans aged 12 or older in 2021, 8.6% (or 24 million peop l e) had a t l ea s t one dru g use disorder in the p a st year 1 ● Psychede l ic s ha v e l ong provided anecdot al evidence for substance use disorders and are beginning to show positive clinical evidence: ○ Bogenschutz 2022 (NYU): 83% reduction in heavy drinking n=93 2 ○ Johnson 2016 (Hopkins): 67% 1yr smoking abstinence n=15 3 ● Filament drug development is currently focused on Stimulant Use Disorder and Opioid U s e D isorder ● Fi l a ment has p artnered with the University of C a lifornia San Francisco to conduct Phase I and Phase II trials led by Principal Investigator, Dr. Joshua Woolley, MD/Ph.D. ● I I Ts cos t - ef f ect i ve way to g et proo f - o f - conc e pt d a ta whic h derisks l a rger p ha s e 2b stud i es DR UG DEVEL O P M EN T L ead I n d i c at io n s : - Sy n t h etic O pio id s - P s y c h o s t im u l a n t s - C o c ain e 1. Key Substance Use and Mental Health Indicators in the United States: Results from the 2021 National Survey on Drug Use and Health 2. Percentage of Heavy Drinking Days Following Psilocybin - Assisted Psychotherapy vs Placebo in the Treatment of Adult Patients With Alcohol Use Disorder 3. Long - term Follow - up of Psilocybin - facilitated Smoking Cessation I I T = I n v e sti g a t or I n i t ia t e d T r ia l

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 1. Key Substance Use and Mental Health Indicators in the United States: Results from the 2021 National Survey on Drug Use and Health 2. NCHS Data Brief: Drug Overdose Deaths in the United States, 1999 – 2019 3. Filament management estimates based on third party research conducted by Pinney and Associates and Old Street Strategy ● In the latest (2021) national survey, 11 million Americans reported stimulant misuse and 4.5 million reported a stimulant use disorder (StUD) 1 ● From 2012 through 2019, the fatal overdose rate increased on average by 29% per year to 5.0 deaths per 100,000 standard population 2 ○ Side effects include violent outbursts and aggressive behaviour ○ Three subcategories share similar or identical mechanisms of action: ■ Methamphetamine use disorder, cocaine use disorder and prescription stimulant use disorder ● There are no a p proved treatmen t s for S t UD ● Filament estimates addressable StUD patient population of 835,000 with peak annual revenues of US$1.2 billion 3 Purpose Product n Start Pha s e I I Pha s e I Indication Sponsor Assess the benefits of directly administering p s ilocin ora l ly (PEX020) and subli n gually (PEX030) PE X 010, 0 2 0, 030 20 Dosing Healthy Voluntee r s UCSF Pil o t open label study - Psil o cybin f or Methamphet a m i ne U s e Di s order P EX 010 (2 5 m g ) 10 Q 4 20 2 3* Methamphetamine U se Dis or der UCSF M u lticen t re study PE X 010 (25m g ) 50 Q1 2024* Me t ham p heta m i ne Use Diso r der Filament 12 Stimulant Use Disorder Development Plan DR UG DEVEL O P M EN T T r ial Appro ved/Un d e rway T r ial P lann e d *A n t icipa t e d s t a r t date

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH ● In the latest (2021) national survey, 9.2 million Americans reported opioid misuse of which 5.6 million reported an opioid use disorder (OUD) 1 ● Overdose deaths nearly doubled from 7.4 to 15.5 deaths per 100,000 standard population from 2012 to 2019 2 ● The global opioid use disorder pharmaceutical market is projected to grow from $3.35 billion in 2023 to $6.14 billion by 2030, at a CAGR of 9.1% 3 ● Ex isting therapies are poor: ○ Substitution therapy replaces misused opioid with prescription opioid agonist (58% retention at 6 months 4 ) ○ Antagonist therapy requires complete detox and abstinence and monthly injections, and can lead to more deadly relapses (50% 6 - month retention 5 ) ● Filament forecasts addressable OUD patient population of 295,000 with peak annual revenues of ~$387 million 6 1. Key Substance Use and Mental Health Indicators in the United States: Results from the 2021 National Survey on Drug Use and Health 2. NCHS Data Brief: Drug Overdose Deaths in the United States, 1999 – 2019 3. Fortune Business Insights: Opioid Use Disorder (OUD) Market Size 4. Retention of Patients in Opioid Substitution Treatment: A Systematic Review 5. A Randomized Trial Comparing Extended - Release Injectable Suspension and Oral Naltrexone, Both Combined With Behavioral Therapy, for the Treatment of Opioid Use Disorder 6. Filament - commissioned 3rd Party Research Estimates by Pinney and Associates and Old Street Strategy 13 T r ia l Ap p r o v e d/U n d er way T r ia l Plann ed *An t icipa t e d s ta r t date Opioid Use Disorder Development Plan Purpose Product n Start Pha s e I I Pha s e I Indication Sponsor Assess the benefits of directly administering p s ilocin ora l ly (PEX020) and subli n gually (PEX030) PE X 010, 0 2 0, 030 20 Dosing Healthy Voluntee r s UCSF Pilot open label study - Psilocybin for Opioid U s e Di s order P EX 010 (2 5 m g ) 10 Q 4 20 2 3* O p i o id U se Dis or der Filament M u lticen t re study PE X 010 (25m g ) 50 Q1 2024* O p i o id Use Diso r der Filament DR UG DEVEL O P M EN T

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH 14 Pre - Marketing Authorization Sales Significant revenue opportunities and first - mover advantage in both pharma and non - pharma emerging markets Prescription: Several jurisdictions have enabled pre - marketing authorization distribution of psychedelic drugs on a limited basis ● Health Canada Special Access Program (SAP): Filament is the supplier for 84 of 93 patients approved for MDD and End of Life Distress 1 ● Australian TGA Authorized Prescriber Scheme: Filament is well - positioned to supply ● FDA Expanded Access: Filament is actively monitoring this program Opportunities: Establish prescriber and patient networks, build relationships with health authorities, gain fee d b a ck on re a l - wor ld a p p l ic ation of dru g s , tr e at pa t ien t s Non - Prescription: Some states (i.e. Oregon) are in the process of developing guidelines and issuing licenses for the supervised use of p silocybin Opportunities: Gain exposure to regulatory changes permitting legal sales; Filament’s focus on natural products allows participation in both markets, which is not possible with synthetics EM ER G I N G M A R KE T S Dr. Va lorie Masuda is a pa l l ia tiv e c a re physician and Associate Professor of Clinical Medicine at the University of British Col umb ia . S h e h a s administered 11 doses of PEX010 to p ati en ts via th e S A P . MDD = M a j o r D e p re s s i ve Di s or der TGA = Therapeutic Goods Administration 1 . A s o f Ma r ch 24, 20 23

 

 

F ILAM ENT H EALTH Strategic Out - Licensing Program ● Fi l a ment Mile s tone p a yments are gener a ted each Pha s e I I an d /or I I I clini cal trial conduc t ed ● Marketing authorization milestones are separately tr i g g ered in each major ju r is d ic t i o n Illu strative Contract S tru ct u re (in $000’s ) 1 LICENSING Lo w - dou b le digit roy a lt ies to to Phase II M il estone Payments Phas e III Mil e stone Payments Mark e ting A u thorization Commercial Royalties $ 3 0 0 $ 2 5 0 $ 1,0 0 0 $1,000+ $100 to to Gener ati n g current, n e a r - term and lon g - term c on s ideration ● Benefits to Fi l a ment: ○ Exposure to non - core indications and upside from licensees’ drug de v elo p ment progra m s ○ Mile s tone - b a sed revenues gener a te ca s h f or core operations and other dru g de v elo p ment ○ Blue sky upside from royalties upon third - party commercialization ○ Safety data for internal development program ● S i x non - comm e r c ial licensing a g reements and one commerc i al licensing agreement executed to date ○ O u t - licensing produc t s at ever more a d v a nced sta g es of development ● Strong pipeline and active business development program within a sup p l y - con s train e d ma rket ○ Fi l a ment has g enerated revenues of C $ 364,500 in 20 2 2 In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 15

 

 

F ILAM ENT H EALTH LICENSING Select Current Customers Rev e nu e - gen e r ating, st r at e gic ou t - lic e n s ing part n er ships Arrangement Drug Pha s e I I Pha s e I Indication Customer Commercial Licensing P EX 010 (2 5 m g ) P a ll iative Care Ps y en c e G r o u p No n - Comme r cial Licensing PE X 010 (25m g ) Eating Disorders N e oLu m i na Bioscience No n - Comme r cial Licensing PE X 010 (25m g ) Depression C y bin Ther ap eut i cs No n - Comme r cial Licensing PE X 010 (25m g ) Opioid Tap e ring E n theoTec h Bioscience No n - Comme r cial Licensing PE X 010 (25m g ) COVID Mental Health Concerns – F ron t l ine HCWs ATMA J o u r ney Centers Non - Commercial Licensing PE X 010 (25m g ) Therapist Training AT M A Jo u r ney Centers No n - Comme r cial Licensing PE X 010 (25m g ) Chronic P ain/ Depression E n theoTec h Bioscience Contract Develo p ment and Manufacturing MDMA MDMA En c aps u l ation PharmAla Biotech Planning Ongoing In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 16

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH Significant Intellectual Property Portfolio 18 issued patents and at least 47 additional patent applications believed to create significant barriers to entry ● There are a finite number of ways to extract, purify, and standardize naturally - occurring psychedelic compounds ○ In contrast to the nearly unlimited number of synthetic forms and methods ● Prohibition has led to a dearth of expertise in botanical extraction with few people having the experience and knowledge required ● Filament’s IP portfolio is focused on: ○ The limited number of viable extraction and purification methods ○ Spec i fic stan dardiz a t i on process e s ○ Com p osit i ons of matter Psychedelic Botanical Drug Processing Steps: STEP 1: P R OPA G ATI O N Gr ow bot an ical psychedel ics Tr a de Se c r e ts 17 STEP 2: EXT RA C T IO N Remo ve t a rget comp o unds from biomass 11 G r anted & 15 P ending P a te n t Fam i l ies 1 & 7 STEP 4: S T ANDA R DIZ ATI O N & STABILI Z ATI O N Pr e cise a n d sta b le f or m ula tion 2 Gr a nted & 17 P ending P a te n t Fam i l ies 3 & 4 STEP 3: P U RIFICATION Remove non - primary/secondary metabolites (i.e. protein) 1 G r a n ted & 9 P end i ng P a te n t Fam i l ies 2 & 6 STEP 5: H U M AN DE L IVERY C o m p o s itions of m a t t er f or d if f e re n t d el i v er a b l e f or m s 4 Gr a nted & 6 Pending P a te n t Fam i l y 5 1. Information current as of July 18, 2021

 

 

F ILAM ENT H EALTH Enabling a Thriving Research Ecosystem Indication Status Dosage Drug Sponsor Depression 1mg PEX010 Uni v ersity of T o r on t o order A l c o hol Use Dis 25mg PEX010 Brugmann University Hospital order Alc o hol Use Dis 25mg PEX010 Copenhagen U. Ho s pital s t ant De p r ession Treatment Resi 25mg PEX010 Cen t re for Addiction and Ment a l Hea l th Mild Cognitive Impairment 25mg PEX010 Cen t re for Addiction and Ment a l Hea l th Existential Crisis 1mg PEX010 Ottawa Research Hospital Depression 25mg PEX010 UCLA Ca n ce r - r elated An x iety G r o up Model 25mg PEX010 Uni v ersity of Washington Coma 25mg PEX010 Uni v ersity of L i ège B i - Polar De p r ession 25mg PEX010 Un i vers i ty Heal t h Network Ch r o nic Pain 25mg PEX010 UCSF Stu dy Plann ed Stu dy On g oi ng / C o m p leted Fila m e n t h a s partn e red wit h a ca demic trials to ob tain e f fi c a c y a nd s a f e ty data This provides data preview to clini c al data in n ew indication s which we may ch oose to d ev e lop further, of f eri n g pi p elin e expan s ion at mi n im a l co s t LICENSING In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 18

 

 

F ILAM ENT H EALTH Magdalena Biosciences Joint Venture (20% own e rship) ● Provide f unding of U S $ 1 . 0 M on the achievement of de fined milestones In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 19 Value - creating joint venture leveraging Filament’s R&D expertise ● Formed US - based joint venture, Magdalena Biosciences, in January 2023 to develop novel, natural prescription medicines derived from plants for mental health conditions including attention - deficit/hyperactivity disorder (ADHD) in partnership with: ○ Jaguar Health (NASDAQ:JAGX) , a commercial stage pharmaceutical company and marketer of crofelemer (oral botanical drug); and ○ One Small Planet , a Colorado - based vital capital group founded by Will Peterffy ● Initial focus on three new non - psychedelic botanical drug candidates has begun, with raw material samples in processing at Filament Ownership and R e sponsibil i tie s : (4 0 % own e rship) ● I m port a n d proce s s control l ed substances ● Dev elop m anuf a ct u r i ng process e s and I P to produce stan d ardized, pharmaceutical - grade drug candidates (4 0 % own e rship) ● Provide acce s s to p l a n ts i n J a gu a r’s library of 2 , 300 highly character ize d medic i nal p l ants ● Lead dru g de v elo p ment and f inanc i ng initiatives J O I N T VE N T U R E

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH Vertically - Integrated Supply Chain ~3,500 ft 2 GMP - comp l iant manufacturing, re sear ch, an d devel opment facility o n Br itish Col u m bia In stitute of Techno l ogy campus P r op aga tio n , ex trac t ion, p r oduction , distr ib u tio n , an d sa le of a l l na tur al psychedel ic compounds Ongoing p r op aga t ion an d cult i v at ion re sear ch p r ogr a m to ident i f y best str ains an d genetics. 20+ var ieties an a l yzed M u l tip l e s upp l y an d l icensing agreements f or drug can didat es an d IP In - house manufacturing allows for rapid product and IP development and enables timely fulfillment of partner requests. Current production capacity is >4000 d os e s of psilocy bin per mo n th 1 20 1 . Man a ge m ent e st im a t e s

 

 

F ILAM ENT H EALTH Filament Management Team Deep experience in botanical extraction, intellectual property, biotech, pharma, commercialization, and capital markets Benjam i n L i g htb u r n CE O, D irector C o - Founder B. Sc (P h ysics ), M B A P r o v e n en tr ep r e neur and le ad er sp e ci ali z i ng i n t he r e se a r ch, d e v elopment and co m m e r ci al i z a t i o n o f n o v el e xt r ac t i o n te chn o lo g i e s Ry a n M o ss Chi ef Sci e n ce Of ficer M. Analy t ic a l Ch e mi st r y E xpe r t i n t he fi e ld o f b o t ani cal extraction, purification, standardization Lisa Ranke n Chi ef Op er a ti n g Of ficer P .Eng, M. Eng O p e r a t i o nal and le ad e r shi p e xpe r ti se i n r a p i d ly g r owi ng industries Be a t r iz Ramos Quality Dir e ctor B.Sc. Q u ali t y manag e m e n t , r e g u la t o r y co m pli ance , and a t t aini ng t hi r d - party certification War r en D un c an CFO CPA , B.Comm E xpe r i e nced i n au d it , acco u n t i n g , capital markets, M&A and equity financing J e f f F ell o ws H e a d of Reg u latory B.Sc. 3 0 y e a r s o f d r u g d e v elopment e xpe r i e nce l e ad i ng r e g u la t o r y d e v elopment e ff o r t s f r o m p r e - IN D t o po s t - a p p r o v al Ta r an Gr ey D ir e ctor o f IP BA E xt e nsi v e p a t e nt and t r ad e mark po r t f o li o e xpe r i e nce i n he a lt hca re , t e chn o lo g y and o t her diversified industries An n a Co rd o n Dir e ctor of Comm u n icati ons BA e xpe r i e nce l e ading 12+ y e a r s of mar ket ing and com m un i ca ti ons for global o r ganiza t i o ns Andry Tj ahy a na V P Busi n ess D e v BBA +2 5 y e a r s i n B 2 B b u si ne s s d e v elopmen t . F o rmer se ni or e xecu ti v e o f se v e r al pha r maceuti cal and na t u r al p r o d u ct o r g ani z a t i o ns G lob a l E xpert s in Bot a nical E x tract ion a nd Commercialization • S cale d M az z a Inno v a t i o n f r o m p r e - se e d t o $2 6 M sale t o S e nsi e nt Technolo g i e s (NY S E : S XT) i n 2 0 18 • Dev elop ed and co m m e r ci al i ze d patent - protected, botanical e xt r ac t i o n t e chn o lo g y at co m m e r ci al - scale ~3 , 5 00 sq . f t . GMP f aci li t y J o sh W o o l l ey Advisor B. Sc., Ph .D, M. D . A sso ci a t e P r o f e sso r at UC S F; PI and D i r e c t or o f UC S F’s B A N D Lab ; D i r e c t or o f t he T r PR P r o g r am at UCSF J eff Ch i lt o n Advisor B.Sc. F o u nd er o f N amm e x, sp e ci ali ze d i n d e v elopment and man u f ac t u r e o f f u nc t i o nal m u sh roo m e xt r ac t s. C o - au t h o r o f t he acclai med b oo k, The M u sh roo m C u lt i v a t or T EAM In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 21

 

 

F ILAM ENT H EALTH Filament Board of Directors Jon Con l in Director Par t n e r at F asken Cor p or ate and commerci al lawy e r special izing in co m p anies in the t echnol o g y and h e al t h scie n ces s e c t or s incl ud ing v e nt u r e ca p i t ali sts and start - ups Ma ureen O’Co n ne l l Au d it Committee Cha ir C er t i fi e d P ub lic Acc o un t a n t Previ ou sly Aud it Commit tee Chair of Suca m p o Phar m a ( NA S DA Q : SCMP) un t il i t s sale in 2018 F or mer C F O of Scholast ic B oa r d Member of H a r t e H an k s, B e azer Ho mes Chr i s W a gner Director O v er 25 y e a r s of e x p er ience in the lif e s cien c e s industr y, mo st re cently as CEO and Direct or of bo t h p r i v a te and p ub lic co m p anies L e d Prozac and Zyp r e xa t e am s at Eli L illy F ou nder and VP at Aspr e v a Pharmaceuticals Ben ja m in L i ght burn Cha irm a n, CE O , Co - Founder Pro v e n ent r e p re n e ur and leader special izing in t he re s e a rch, develo pment and co mm er ci a liza t io n of no v e l e xt ra ct ion tech n olo g i e s Kos t ia Ada msky Director COO at N e g e v Ca p i t al. Ca ree r - long t r ack recor d in p ha r ma ceut i c al R &D C o - F ou nder and Direct or of C e lle s k a P t y, Austr ali an C e ll & Gene T h e r a p y I n cu bator F or mer CEO and VP O p er a t io ns at R e g e n e r a Phar m a L T D and Direct or and Co - CEO at T a r g ia Pharmaceuticals. Dr. Ada m sky hold s a Ph.D f r om Weizma nn I n sti t u te of Sci e nce, Israel B O A R D In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 22

 

 

F ILAM ENT H EALTH Overview of the Jupiter Acquisition Corporation Team Jupiter Overview J u p i te r i s a spe c i al p u rpose ac q u i si ti o n c o m pa n y (“SPAC”) created to enter into a business c o m b i n at i o n w i th a c o m pa n y w h ere th e m an ag e m e n t te am c an m ake a tran sfo rma tive impact utilizing their extensive operational, f i n an c i al, an d M & A e xp e ri e n c e . Jupiter raised approximately $150 million in its I P O i n Au g u st 2021 J a m e s N. Hausle i n Chairma n , CE O, and CFO B.S. , MB A Ov er 35 y e a r s o f p r i v a t e equ i t y i n v e s t i ng and pu b li c and p r i v a t e co mpany op e r a t i ng e xpe r i e nce Experience: P r e si d e nt o f H au sl e i n & C o mpany, Inc. , C hair man & C E O o f B i g Ti me, C hair man & C E O o f S u n g lass H u t , Pa r t ner at Ki dd , Kamm & C o mpany, C E O o f A t las Acqu i si t i o n H o ld i n g s Corp., Director of GLG Partners J a m es N . Cl a r ke V ice Chairman M.S. Ov er 2 5 y e a r s o f e n tr ep r eneur s hi p, op e r a t i ng and i n v e s t i ng e xpe r i e nce and i s t he CE O o f C la r ke C a p it al Partners Experience: F o u nd er & C E O o f C la r ke C a p it al, F o u nd e r , C hair man & C E O o f C L E A RLIN K, C hair man o f B r and le ss, C hair man o f P e t IQ Gau r av Bu r m a n P resid e n t, D irector B.A. Ov er 2 5 y e a r s o f p r i v a t e equ i t y and op e r a t i o nal e xpe r i e nce a nd cu rr e n t ly mana g e s B u r man Fam i ly Holdings Experience: Director at Dabur International Ltd., M anag er at B u r man Fam i ly Holdings, President of Atlas A cqu i si t i o n H o ld i n g s C o r p., D i r e c t or o f : D M I F i nance P v t . L t d ., Ex p e r i an In d i a, H e al t hca r e at H o me In d i a, B u r man H o sp it ali t y and M 3 In d i a J o nathan Leong E x e c utive V ice P resid e n t B.A. Ov er 2 0 y e a r s o f Inv e s t ment Banking, financial, M&A, and capital mar k e t s e xpe r i e nce Experience: M anag i ng D i r e c t or at N o m u r a, M anag i ng D i r e c t or at Jef f e r i e s, P r inc i p a l at B ank o f A me r i ca M e rr i ll Lynch In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 23

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH ● In d icative v a lu a ti on ran g e can b e e s ti ma ted by comparing Filament to related psychedelics and mental hea l th f oc u sed public companies trading on U S national exchanges at dif f erent sta g es of development ● Botanically - derived psilocybin, imparting com p e lling com p etiti v e a d v a nta g e s , and a p pro v ed for Pha s e 2 tri al b y U S FDA, H ea l th C an a da and EMA* ● Proprietary extraction and drug development p l at f orm for natur al ly - derived medic i n e s impart i ng near - term revenue generating opportunities and growth through internal drug development and out - licensing ● F u rther cata l ysts to ena b le potent i al for significant share price appreciation ● As Filament continues to execute on its business plan, it should have the ability to trade similarly to more de v elo p ed p s ychedelics and m ental hea l th companies that tend to trade at higher v a luations Current Enterprise Values of Comparable Publicly Traded Companies ( USD $M ) 1 Current Market Capitalizations of Comparable Publicly Traded Companies ( U SD $ M ) 1 24 Selected Clinical Stage Psychedelic Comparable Companies (1) 1. Represents the market capitalizations and enterprise values as of 7 / 21 / 2023 2. The valuations listed on this slide reflect valuations of certain companies operating in a similar field as Filament . Please note that such valuations are for informational purposes only and do not purport to reflect the real, assumed or potential valuation of the combined company . The valuations should not be relied upon in making an investment decision with respect to the potential purchase of the combined company’s securities and all individuals should refer to the disclaimers and the summary of risk factors related to these valuations on slides 2 and 27 $85 $118 $192 $ 3 47 $40 9 $ 6 81 Average $305 $73 $90 $12 0 $195 $2 93 $ 5 2 0 Average $215 *MHRA (Medicines and Healthcare Products Regulatory Agency is for UK license Source: Filament Management, S&P CapitalIQ, Company Filings; Market data as of 7/21/2023

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH informational purposes only and do not purport to reflect the real, assumed or potential valuation of the combined company. The valuations should not be relied upon in making an investment decision with respect to the potential purchase of the combined company’s securities and all individuals should refer to the disclaimers and the summary of risks related to these valuations on slides 2 and 27 25 Out - Licensed Comme rc i al Revenue NCE / Sy n t h et i c / Botanical Lead Mo l e c u l e Ty p e Phase of Lead I n d i c at i on Lead I n d i c at i on $EV / Clinical Pr o g r a m # of P ro g r am s (Clinical Only) Ente r p ri s e Value M a rk e t Cap Stock Pr i c e( 1) Exchange/Ticker Company No No Synthetic Psilocybin P hase 3 (Unde r w a y ) COMP360: Treatment - resistant depression $100 3 $293 $409 $8.96 NasdaqGS:CMPS COM P ASS P a t h w a y s plc No No Synthetic DMT P hase 2 b (Unde r w a y ) GH001: Treatment - resistant depression $431 1 $520 $681 $13.10 NasdaqGM:GHRS G H R e s ea r ch P LC No No Synthetic T HC4 (o r al) P hase 2 b (Unde r w a y ) IH L - 4 2 X: O b s tr u c t i ve Sleep Ap n oea $17 6 $90 $118 $1.97 NasdaqGM:IXHL Incannex Healthcare Limited No No NCE T r ehal o se (non ps y c h ed e l i c) P hase 2 /3 (Unde r w a y ) SLS - 005: Am y o tr oph i c L a t e r al Scle r o s i s $55 3 $195 $192 $1.58 NasdaqCM:SEEL Seelos T he r apeu ti cs, I n c. Yes Yes NCE Deu t e r a t ed E ti foxine P hase 2 b (Unde r w a y ) RL - 007: Cognitive Impairment Associated w/ Schizophrenia $22 5 $120 $347 $2.09 NasdaqGM:ATAI A t ai L i fe Sciences N.V. No No NCE Deu t e r a t ed P s i l o cy bi n A n al o g P hase 1/ 2 a (Unde r w a y ) CYB00 3 : Ma j or Dep r e s s i ve D i s o r der $40 2 $73 $85 $0.40 NYSEAM:CYBN Cy bi n I n c. $126 $215 $305 Mean $51 $158 $270 Median Yes Yes Botanical Psilocybin++ Phase 2 ( F DA App r ov e d) PEX 0 1 0 : Substa nc e Use D i s o r d e r s $12 2 $24 $23 $0.13 OTCQB:FLHL.F F il ame n t He al t h Co r p. Selected Clinical Stage Psychedelic Comparable Companies (1) Source: S&P CapitalIQ, Company Filings 1. Market data reflective as of the close on 7/21/2023, the valuations listed on this slide reflect valuations of certain companies operating in a similar field as Filament. Please note that such valuations are for NCE = N e w Ch e mi ca l En t i t y

 

 

In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 F ILAM ENT H EALTH informational purposes only and do not purport to reflect the real, assumed or potential valuation of the combined company. The valuations should not be relied upon in making an investment decision with respect to the potential purchase of the combined company’s securities and all individuals should refer to the disclaimers and the summary of risks related to these valuations on slides 2 and 27 26 Selected Clinical Stage Psychedelic Comparable Companies (1) Source: S&P CapitalIQ, Company Filings 1. Market data reflective as of the close on 7/21/2023, the valuations listed on this slide reflect valuations of certain companies operating in a similar field as Filament. Please note that such valuations are for B u s i ne s s D e s c r i p t i o n s Ticker Company COMPASS Pathways plc operates as a mental health care company primarily in the United Kingdom and the United States. It develops COMP360, a psilocybin therapy that is in Phase III clinical trials for the treatment of treatment - resistant depression; and is in Phase II clinical trials for the treatment of post - traumatic stress disorder and anorexia nervosa. The company was formerly known as COMPASS Rx Limited and changed its name to COMPASS Pathways plc in August 2020. COMPASS Pathways plc was incorporated in 2020 and is headquartered in London, the United Kingdom. NasdaqGS:CMPS C O M P A S S P a t h w a y s p l c GH Research PLC, a clinical - stage biopharmaceutical company, engages in developing various therapies to treat psychiatric and neurological disorders. The company develops 5 - Methoxy - N,N - Dimethyltryptamine (5 - MeO - DMT) therapies for the treatment of patients with treatment - resistant depression (TRD). Its lead program is GH001, an inhalable mebufotenin product candidate that has completed two Phase 1 clinical trials and Phase 1/2 clinical trial in patients with TRD. The company also develops GH002, an intravenous mebufotenin product candidate; and GH003, an intranasal mebufotenin product candidate, which are in preclinical development trials with a focus on psychiatric and neurological disorders. GH Research PLC was incorporated in 2018 and is based in Dublin, Ireland. NasdaqGM:GHRS G H R es e a r c h P L C Incannex Healthcare Limited engages in the research, development, and sale of medicinal cannabinoid and psychedelic pharmaceutical products and therapies in Australia. It offers APIRx - 1801, an ultrapure tetrahydrocannabinol; APIRx - 1802, an ultrapure CBD; and APIRx - 1803, an ultrapure cannabigerol. The company also develops IHL - 42X, which has completed Phase IIa clinical trial for obstructive sleep apnea; Psi - GAD that is in Phase IIa clinical trial for generalized anxiety disorder; MedChew Dronabinol, which has completed Phase Ia clinical trial for nausea and vomiting in chemotherapy; CanChew Plus that has completed Phase IIa clinical trial for irritable bowel syndrome; APIRx - 1601, which has completed Phase IIa clinical trial for vitiligo; APIRx - 1602 that has completed Phase IIa clinical trial for psoriasis; and APIRx - 1603, which has completed Phase IIa clinical trial for atopic dermatitis. In addition, its product portfolio includes IHL - 675A for inflammatory lung disease, IHL - 675A for rheumatoid arthritis, IHL - 675A for inflammatory bowel disease, and IHL - 216A for traumatic brain injury/concussion, which have completed pre - clinical trials; and MedChew 1401 for pain and spasticity in multiple sclerosis, MedChew GB for post - herpatic neuralgia, MedChew - 1502 for Parkinson's disease, MedChew - 1503 for dementia, MedChew RL for restless legs syndrome, APIRx 1505 Flotex for chrohn's disease, CanChew RX and SuppoCan (Suppository) for inflammatory bowel disease, CheWell for addiction of cannabis, CanQuit for tobacco smoking cessation, CanQuit O for opioid addiction, APIRx - 1701 for glaucoma, and APIRx - 1702 for dry eye syndrome that are in pre - clinical trials. The company was formerly known as Impression Healthcare Limited and changed its name to Incannex Healthcare Limited in June 2020. Incannex Healthcare Limited was incorporated in 2001 and is based in Melbourne, Australia. NasdaqGM:IXHL I n c a nn e x H e a l t h c a r e L i m i t e d Seelos Therapeutics, Inc., a clinical - stage biopharmaceutical company, focuses on the development and commercialization of therapeutics for the treatment of central nervous system, respiratory, and other disorders. The company’s lead programs are SLS - 002, an intranasal racemic ketamine for the treatment of acute suicidal ideation and behavior in patients with major depressive disorders; SLS - 005, a protein stabilizer for the treatment of amyotrophic lateral sclerosis and Sanfilippo syndrome; and SLS - 006, a partial dopamine agonist for the treatment of patients with Parkinson's disease (PD). Its preclinical programs include SLS - 007, a peptidic inhibitor to treat patients with PD; SLS - 008 for the treatment of pediatric indications; SLS - 004 for the treatment of PD; SLS - 010, an H3 receptor antagonist; and SLS - 012. The company was founded in 2016 and is headquartered in New York, New York. NasdaqCM:SEEL S ee l o s T h e r a p e u t i c s , I n c . ATAI Life Sciences N.V., a clinical - stage biopharmaceutical company, engages in acquiring, incubating, and developing various therapeutics to treat depression, anxiety, addiction, and other mental health disorders. Its principal clinical programs include RL - 007, a pro - cognitive neuromodulator for cognitive impairment associated with schizophrenia; GRX - 917, a deuterated etifoxine for anxiety disorders; VLS - 01 a N,N - Dimethyltryptamine for treatment resistant depression (TRD); DMX - 1002, an oral formulation of ibogaine, a cholinergic, glutamatergic and monoaminergic receptor modulator that is a naturally occurring psychedelic product isolated from a West African shrub for the treatment of opioid use disorders (OUD); and EMP - 01, an oral formulation of an MDMA derivative being developed for the treatment of post - traumatic stress disorder. The company’s other clinical programs comprise PCN - 101, a subcutaneous formulation of R - ketamine, as a therapy for psychiatric indications initially focused on TRD; and KUR - 101, a formulation of deuterated mitragynine for the treatment of OUD. ATAI Life Sciences N.V. was founded in 2018 and is headquartered in Berlin, Germany with offices in New York and London. NasdaqGM:ATAI A t a i L i f e S c ie n c e s N . V . Cybin Inc., a clinical - stage biopharmaceutical company, focuses on developing psychedelic - based therapeutics. The company’s development pipeline includes CYB003, a deuterated psilocybin analog, which is in Phase 1/2a clinical trial to treat major depressive and alcohol use disorders; CYB004, a deuterated dimethyltryptamine, which is in Phase 1 clinical trial for treating generalized anxiety disorders; and CYB005, a phenethylamine derivative, which in preclinical stage to treat neuroinflammation. It has also developed EMBARK, a psychological support model that integrates clinical approaches to promote supportive healing with psychedelic medicine. The company is headquartered in Toronto, Canada. NYSEAM:CYBN C y b i n I n c .

 

 

F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 27 The risks listed below are certain of the general risks related to the business of Filament Corp. ("Filament"). This list is not exhaustive and has been prepared solely for the purpose of inclusion in this presentation and not for any other purpose. These risks are based on certain assumptions made by Filament which may later prove to be incorrect or incomplete; see the disclaimers included on slide 2 of this presentation, particularly "Forward - Looking Statements." Risks relating to the business of Filament and the potential business combination described in this presentation, and the other parties thereto, will be disclosed in future documents filed or furnished with the U.S. Securities and Exchange Commission (the "SEC"). The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings and may differ significantly from, and be more extensive than, those presented below. • Filament is a relatively new company with a history of losses, and it expects to incur significant expenses for the foreseeable future as a result of long - term research and development and operations. As a result, there is no assurance that Filament will ever be able to achieve or sustain profitability. • Filament’s business model has yet to be tested, and any failure to realize its strategic plans would have an adverse effect on its business. Any investment in Filament is therefore highly speculative and could result in the loss of the entire amount of that investment. • Filament’s product candidates are at early stages of development, and Filament may not generate revenue for several years, if at all, from these products. • Filament currently has limited licensing revenue and will require additional financing in the future to fund its future operations. The failure to obtain necessary funding when needed on acceptable terms, or at all, could force Filament to delay, limit, reduce, or terminate its manufacturing and commercialization efforts or other operations. • Raising necessary additional capital may decrease the value of Filament’s common shares, dilute shareholders’ voting power, restrict its operations, require Filament to relinquish certain rights, and/or reduce Filament’s earnings per share. • Filament may not be successful in developing or commercializing its products, or may not be able to do so at acceptable costs. • Psychedelic - inspired drugs are new in North America, and the psychedelic - inspired medicines industry and markets may not continue to exist or to develop as anticipated. Filament ultimately may be unable to succeed as anticipated in this industry. • Filament’s success will be dependent on demand for of psychedelic - inspired medicines in general and Filament’s brand in particular, which may not materialize. • There is a lack of information available concerning the potential market size for psychedelics in North America as well as about comparable companies and their business models. • Filament faces competition from other biotechnology and pharmaceutical companies, some of which may have longer operating histories and more financial resources and manufacturing and marketing expertise than Filament, and Filament’s business may fail if it cannot compete effectively or if competitors commercialize psychedelic - based products before Filament does. • Psychedelic - inspired drugs are highly regulated at the federal and provincial level in Canada and at the federal and state level in the United States and require regulatory approval before they can be commercialized. Regulatory approval processes are lengthy, expensive and inherently unpredictable, and Filament’s product candidates may never receive the necessary regulatory approval. • Filament’s business plan depends on the occurrence of regulatory changes that may benefit psychedelic - inspired medicines and on determinations by Canadian and U.S. regulators that are favorable to psychedelic - inspired medicines, and there can be no assurance that such changes or determinations will occur. • Operating in a highly regulated business requires significant resources, and Filament may not have the necessary resources or be able to obtain them. • Clinical trials of Filament’s product candidates may fail to demonstrate substantial evidence of safety and efficacy to the satisfaction of regulatory authorities. If that were to happen, Filament would incur additional costs or experience delays in completing, or ultimately may be unable to complete, the development and commercialization of its product candidates. • If Filament fails to meet its milestones or experiences delays in clinical testing, including as a result difficulties in enrolling patients, it will be delayed in commercializing its product candidates, and its business may be substantially harmed. • Filament relies on, and will continue to rely on, third parties to plan, conduct and monitor its preclinical studies and clinical trials. Any failure of such third parties to fulfill their obligations with respect to preclinical studies and clinical trials could cause substantial h a rm t o F i lam e n t ’s b u s i n e s s. • Filament’s product candidates may be subject to controlled substance laws and regulations in the jurisdictions in which the product will be marketed, and Filament’s business will be subject to extensive and complex governmental regulation. Failure to comply with these laws and regulations or the cost of compliance with these laws and regulations may harm Filament’s business. • Psilocybin and psilocin are listed as Schedule I controlled substances under the Controlled Substances Act in the United States, they are currently listed as Schedule III drugs under the Controlled Drugs and Substances Act (Canada) and they are subject to similar controlled substance legislation in other countries. Filament must comply with applicable laws and regulations at the federal, state, and provincial levels, and compliance may be expensive. • Any compliance failure could lead to federal, state or provincial government enforcement actions, including civil or criminal penalties, private litigation, and adverse publicity. • The laws and regulations that are generally applicable to psychedelic - inspired medicines, or to research involving psilocybin or psilocin, in Canada or the United States may change in ways that have a negative impact on Filament’s product candidates and business. • Filament may not be successful in achieving market acceptance of its products by healthcare professionals, patients and/or third - party payors. • Adverse publicity or a negative public perception about psychedelic - inspired medicines, including as a result of adverse results of future clinical research, may harm Filament’s business. • Filament manufactures psychedelic - inspired products in - house. If Filament’s products are subject to contamination, quality control, cost or delivery issues, its business operations and reputation could suffer significant harm. • Filament faces the risk of product liability claims, whether or not meritorious, and product recalls, either of which could result in expensive and time - consuming litigation, payment of substantial damages and/or an increase in Filament’s insurance rates. • Filament may be unable adequately to protect its brand, its patents, and its other intellectual property rights. • If Filament is unable to adequately protect and enforce its intellectual property, Filament’s competitors may take advantage of its development efforts or acquired technology and compromise its prospects of marketing and selling its key product candidates. • Filament’s reliance on third parties to conduct preclinical studies and clinical trials requires Filament to share its trade secrets, which increases the possibility that a competitor will discover them and use them to Filament’s detriment. • Litigation regarding patents, patent applications, and other intellectual property rights may be expensive and time - consuming and may cause delays in the development and manufacturing of Filament’s key product candidates. • Filament is exposed to the financial risk related to the fluctuation of foreign exchange rates and the degrees of volatility of those rates. • There is no assurance an active or liquid market for Filament’s common shares will be developed or sustained. As a result of these and other risks, a shareholder may be unable to resell their common shares of Filament at or above the price paid for such common shares, or at all. Risk Factors

 

 

F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 28 Glossary Active Compounds: Substance formed from two or more elements that exerts a direct physiological effect on a plant, animal or another microorganism Active Metabolite: An agent produced following metabolism of a drug, which has its own therapeutic effect on the body Biologics: Equivalent to Biological Product - A diverse category of products and are generally large, complex molecules that may be produced through biotechnology in a living system, such as a microorganism, plant cell, or animal cell, and are often more difficult to characterize than small molecule drugs Entourage Effect: Entourage Effect (per FH) - The presence of secondary metabolites or compounds, other than the primary metabolite (i.e. tetrahydrocannabinol (THC) or psilocybin), act synergistically to modulate the overall psychoactive effects compared to the effects from consuming the isolated primary metabolite. Full Characterization: The identification of all physical and chemical properties of a biopharmaceutical material Highly Characterized: Plant Characterization - An account for heritable characters varying from agronomical, morphological to molecular markers Impurity Profile: A description of the identified and unidentified impurities present in a new. drug substance Indications: A sign, symptom, or medical condition that leads to the recommendation of a treatment, test, or procedure Investigator Initiated Trial (IIT): A study with scientific and medical merit developed and sponsored by an independent Investigator or academic sponsor Mechanism of Action: The biological process through which a drug produces its effect Methods of Action: See Mechanism of Action New Chemical Entity (NCE): A new chemical entity means a drug that contains no active moiety that has been approved by FDA in any other application submitted through a New Drug Application (NDA) New Drug Application (NDA): Application to the FDA submitted to obtain marketing approval after the sponsor of a new drug believes that enough evidence on the drug’s safety and effectiveness has been ob t ai n e d t o me e t F DA r e q uire ments Secondary Compounds: Organic compounds, produced by lifeform (i.e. bacteria, fungi, animals or plants), which are not directly involved in the normal growth, development or reproduction of the organism Second Generation Psychedelic Compounds: Artificially developed chemical molecules which may have certain similar therapeutic effects of traditional psychedelics Small Molecule Methods: Identifying potential drug candidates early and filing a patent quickly as multiple companies could be working on similar products Target Compound Purity: The purity percentage yield of a new molecule within a synthetic intermediate