Solvonis Therapeutics plc has completed its acquisition of Awakn Life Sciences Corp., creating a strengthened clinical-stage biotechnology company focused on developing breakthrough treatments for addiction and mental health disorders. The transaction, finalized on May 27, 2025, represents a significant consolidation in the neuropsychiatric therapeutics space.
Transaction Details and Structure
Under the arrangement agreement dated February 22, 2025, all holders of outstanding Awakn common shares received 46.67 ordinary shares of Solvonis for each Awakn share held. The exchange ratio also applied to holders of restricted share units (RSUs) and deferred share units (DSUs), who received 46.67 Solvonis shares for each unit held.
All outstanding Awakn share purchase warrants were exchanged for new Solvonis warrants with corresponding adjustments to the number of shares issuable upon exercise and the exercise price. The arrangement ensures warrant holders maintain equivalent economic value following the transaction completion.
The transaction received approval from Awakn shareholders at a special meeting held on April 22, 2025, and subsequently gained court approval from the Supreme Court of British Columbia on April 30, 2025.
Market Impact and Delisting
Following the completion of the arrangement, Awakn's common shares will be delisted from the Canadian Securities Exchange on May 28, 2025, with delisting from the OTCPink Market to follow shortly thereafter. The company has applied to cease being a reporting issuer under applicable Canadian securities laws.
Awakn shareholders holding shares outside brokerage accounts and based outside the United Kingdom can contact Share Registrars at enquiries@shareregistrars.uk.com to obtain certificates representing their Solvonis shares. Warrant holders may contact Solvonis directly at info@solvonis.com for warrant certificates.
Combined Therapeutic Focus
The merged entity targets significant unmet medical needs in neuropsychiatric conditions. Solvonis, headquartered in London and listed on the London Stock Exchange main market, is advancing a differentiated pipeline of repurposed and novel compounds targeting high-burden neuropsychiatric conditions.
The company's current focus includes Alcohol Use Disorder (AUD), which affects over 40 million people across the U.S., UK, and EU4 markets, and 285 million people globally. The combined entity also targets Post-Traumatic Stress Disorder (PTSD), impacting more than 13 million adults in the U.S. and approximately 20 million across the U.S., UK, and EU4 regions.
Regulatory Considerations
The transaction required minority approval under Multilateral Instrument 61-101 due to collateral benefits received by certain related parties. Specifically, Jonathan Held, Chief Financial Officer of Awakn, and Prof. David Nutt, Chief Research Officer of Awakn, were determined to receive collateral benefits through accelerated vesting of unvested RSUs.
As a result, approximately 3.65% of issued and outstanding Awakn common shares held by these executives were excluded from the minority approval calculation. The transaction received the necessary approvals despite these exclusions.
Strategic Positioning
Awakn's near-term focus on Alcohol Use Disorder complements Solvonis's broader neuropsychiatric pipeline. The combined company aims to provide breakthrough therapeutics to addiction sufferers through commercialization of their research and development pipeline across multiple channels.
The transaction positions the merged entity to address what both companies describe as inadequate current standards of care for addiction and mental health disorders, leveraging their combined clinical expertise and development capabilities in the neuropsychiatric therapeutics space.
