Red Light Holland Signs Definitive Agreement with Filament Health to Expand Its Platform for Natural Psychedelic Drug Development and Microdosing Innovation
- Expands Red Light's drug development platform with Filament's GMP manufacturing, Health Canada Dealer's Licence, Health Canada and FDA-authorized clinical programs, and 76 issued patents covering natural psilocybin manufacturing and formulation
- Combines Red Light's operational scale, global brand presence, and real-world microdosing data with Filament's pharmaceutical R&D capabilities and patented PEX010 botanical psilocybin drug candidate
- All-share transaction in which existing Red Light shareholders are expected to retain approximately 70% ownership following closing
- Transaction expected to streamline operations, consolidate teams, and improve capital efficiency
Toronto, Ontario--(Newsfile Corp. - March 10, 2026) - Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTCQB: TRUFF) ("Red Light" or the "Company") and Filament Health Corp. (OTC: FLHLF) ("Filament") today announced that they have entered into a definitive arrangement agreement dated March 10, 2026 (the "Arrangement Agreement") pursuant to which Red Light will acquire Filament's business by way of a statutory plan of arrangement (the "Arrangement" or the "Transaction").
Key Transaction Highlights
- Adds GMP-compliant pharmaceutical manufacturing and Filament's Health Canada Level 8 Controlled Substances Dealer's Licence, strengthening Red Light's regulatory and production capabilities with Filament's Vancouver-based laboratory and manufacturing facility
- Integrates Filament's 76 issued patents across 15 patent families covering natural psilocybin extraction, purification, standardization, stabilization, and alternative delivery formulations
- Incorporates Filament's position as a leading supplier of pharmaceutical-grade natural psilocybin supporting more than 70 academic and philanthropic research studies worldwide
- Combines Filament's Health Canada and FDA-authorized clinical development program and patented PEX010 botanical psilocybin drug candidate with Red Light's published microdosing protocol and real-world consumer data initiatives
- Leverages Red Light's experience in mass mushroom production, manufacturing coordination, scalability, packaging, logistics, and global brand development
- Positions the combined company to advance commercialization of patented microdosing psilocybin drug candidates, targeting jurisdictions with emerging regulatory pathways for clinical supply and distribution to authorized clinical research studies, compassionate use programs and other authorized uses
- Transaction expected to streamline operations, consolidate teams, and improve capital efficiency
Strategic Rationale
The Transaction brings together complementary intellectual property, regulatory licenses, research capabilities, and pharmaceutical manufacturing infrastructure to expand Red Light's platform focused on the development, production, and commercialization of natural psychedelic drug candidates. Upon completion of the Arrangement, Red Light will combine pharmaceutical-grade manufacturing, controlled substance regulatory licensing, clinical development infrastructure, proprietary natural psychedelic intellectual property, and real-world consumer insights within a single organization.
Combined Platform Capabilities
The combined platform is expected to integrate Red Light's capital resources, operational scale, global brand presence, and experience in mass mushroom production, manufacturing coordination, packaging, and international logistics with Filament's proprietary natural psychedelic intellectual property portfolio, Health Canada and FDA-authorized clinical development program, GMP-compliant manufacturing facility, and comprehensive Health Canada licensing. Red Light's established consumer-facing infrastructure, strategic advisory network, and published microdosing protocol supported by years of voluntary data collection initiatives are expected to complement Filament's pharmaceutical research and development platform.
Filament's Intellectual Property and Clinical Assets
Filament holds 76 issued patents across 15 patent families covering natural psilocybin and psilocybin extraction, purification, standardization, stabilization, and alternative delivery formulations.
Its lead botanical psilocybin drug candidate, PEX010, is currently being supplied to 70+ clinical research sites globally and supports clinical trial supply as well as regulated compassionate use programs in several jurisdictions.
Red Light's Operational Capabilities
Red Light has developed operational capabilities across mushroom and truffle cultivation, consumer product development, distribution infrastructure, and brand building, while also generating real-world insights through responsible microdosing initiatives and published protocols designed to better understand consumer behavior and usage patterns.
Expected Benefits of the Transaction
The Arrangement is expected to allow Red Light to integrate scientific drug development infrastructure with its operational scale, real-world consumer insights and commercial experience, further developing a differentiated platform capable of advancing both regulated psychedelic medicines and data-driven product innovation.
Following completion of the Arrangement, the combined company is expected to consolidate intellectual property, research and development, manufacturing, clinical trial supply, data insights, and international distribution capabilities under a single platform. This integration is anticipated to expand opportunities across API licensing, clinical trial supply partnerships, compassionate use access programs, and international pharmaceutical distribution initiatives.
The combined organization also intends to evaluate opportunities to expand its clinical development pipeline, including the potential advancement of Phase 2 clinical trials investigating psilocybin-assisted therapies for substance use disorders and related mental health conditions, subject to regulatory approvals and available funding.
Management Commentary
"This marks a strategic milestone for Red Light as we accelerate our focus on regulated psychedelic medicine and clinical drug development," said Todd Shapiro, Chief Executive Officer and Director of Red Light. "Over the past several months our teams have worked closely together and conducted extensive due diligence, and we are incredibly impressed with what the Filament team has built. Filament's established and unique intellectual property, GMP manufacturing, comprehensive Health Canada licensing, an FDA-authorized clinical program, and broad global distribution of their botanical psilocybin drug candidate, PEX010. Red Light contributes capital resources, operational scale, global brand recognition and years of voluntary consumer data insights around microdosing protocols, with proven ability to scale mushroom production and distribution internationally. Leveraging our collective strengths in production, packaging, distribution, logistics and emerging market relationships, we intend to pursue commercial opportunities for patented microdosing psilocybin drugs, particularly in jurisdictions where regulatory frameworks are evolving and pathways for clinical supply and distribution to authorized clinical research studies, compassionate use programs and other authorized uses already exist."
"We are excited to partner with Red Light at this pivotal stage of Filament's development," said Benjamin Lightburn, Chief Executive Officer and Co-Founder of Filament. "Our Health Canada and FDA-authorized clinical programs, GMP facility, and Health Canada Dealer's Licence provide a strong scientific and regulatory foundation. Red Light's capital resources, operational infrastructure, and commercial experience will help accelerate clinical development and expand the reach of our natural psychedelic drug candidates. We are thrilled to continue, with Red Light, to expand our collaborative network of academic and philanthropic research institutions, where Filament Health has been the leading supplier of pharmaceutical grade psilocybin to over 70 plus studies currently underway around the world."
"The combined company represents a robust platform in the global psychedelic sector and reflects our long-term strategy of building scalable regulated psychedelic businesses while creating shareholder value, positioning us strongly relative to others in the sector and helping renew interest from both retail and institutional investors with a clearer path forward," added Shapiro.
Post-Transaction Vision
As part of the Transaction, the Company expects to streamline operations and consolidate certain corporate and development teams, enabling greater focus on regulated psychedelic drug development and research initiatives.
Since its founding, Red Light has been guided by a vision of increasing accessibility to psychedelics, helping move these substances from the underground into the mainstream through safe, regulated, and scientifically grounded pathways. Acquiring Filament is expected to meaningfully advance Red Light's progress toward realizing that vision. By integrating Filament's Health Canada and FDA authorized clinical programs, GMP manufacturing, and Health Canada licensing, the combined company is positioned to meaningfully expand access, reaching more patients through compassionate use access programs, accelerating clinical trials, and building the infrastructure necessary to deliver psychedelic medicine at scale within established regulatory frameworks.
Terms of the Transaction
The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the Arrangement Agreement, each outstanding common share of Filament will be exchanged for Consideration Shares of Red Light, based on an exchange ratio to be determined in accordance with the Arrangement Agreement, at a deemed price per Consideration Share equal to the greater of:
(i) $0.02 (the "Floor Price");
(ii) the ten-day VWAP of Red Light shares ending five business days prior to the Effective Date, and
(iii) the ten-day VWAP of Red Light shares commencing the first full business day following the public announcement of the Arrangement Agreement,
subject to applicable law and policies of the CSE (the "Consideration Share Price").
Assuming the Floor Price it utilized, the exchange ratio is anticipated to be 0.0756.
In aggregate, up to 182,447,452 Consideration Shares are issuable under the Arrangement (subject to adjustment), which includes shares issuable in settlement of certain of Filament's existing debt obligations and transaction bonuses. Following completion of the Arrangement, existing Red Light shareholders are expected to hold approximately 70% of the outstanding Red Light shares. The Consideration Shares will be subject to resale restrictions, with 50% released six months after closing, 25% at nine months, and the remaining 25% at twelve months.
Certain Filament shareholders have agreed to deposit a portion of the Consideration Shares they are expected to receive in the Transaction, totalling approximately 7.5% of the Consideration Shares issuable pursuant to the Transaction (the "Escrowed Shares") which will be deposited with an escrow agent for a period of 12 months following closing to secure the indemnification obligations of such shareholders under the Arrangement Agreement.
Upon completion of the Transaction, one (1) nominee of Filament will be appointed to serve on the board of directors of Red Light.
As of the date hereof, Red Light Holland's issued and outstanding is 425,710,721. It is anticipated that upon completion of the Transaction, Red Light Holland's issued and outstanding will be 608,158,173, including shares issuable pursuant to certain restricted share units to be granted in connection with the Transaction.
The Transaction is arm's length and has been unanimously approved by the board of directors of each of Red Light and Filament. Certain Filament directors, officers and other significant shareholders representing approximately 65% of the outstanding Filament shares have entered into irrevocable voting and support agreements to vote in favour of the Transaction.
The Arrangement Agreement contains customary representations, warranties and covenants for transactions of this type, including a termination fee and reverse termination fee of $500,000 payable in certain circumstances, including in connection with a breach of the non-solicitation covenants or the acceptance of a superior proposal. The Arrangement Agreement also provides for customary non-solicitation covenants, with each party having the right to match any superior proposal within ten business days of notification.
It is expected that holders of Filament options and warrants will receive, upon exercise, the same consideration they would have received as if they were Filament shareholders at the effective time of the Transaction.
The Transaction is subject to, among other things, the approval of Filament shareholders at a special meeting (the "Special Meeting") expected to be convened by Filament, receipt of required regulatory and court approvals, and other customary conditions of closing. Approval of Red Light shareholders is not required. Additional details of the Transaction will be provided to Filament shareholders in an information circular to be mailed in connection with the Special Meeting. It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the Transaction will be completed in Q2 2026.
The board of directors of Filament unanimously recommends that Filament shareholders vote in favour of the resolution to approve the Transaction at the Special Meeting and has determined that the consideration offered to the holders of Filament shares is fair, from a financial point of view, to the Filament shareholders. Evans and Evans, Inc. has provided a fairness opinion to the board of directors of Filament stating that the consideration to be received by holders of Filament shares pursuant to the plan of arrangement is fair, from a financial point of view, to such holders.
About Red Light Holland:
Red Light Holland is an Ontario-based company advancing a focused strategy within the legal psychedelic sector, centered on voluntary data collection and R&D initiatives designed to expand naturally occurring drug development, understanding of psilocybin use and consumer experiences. In parallel, the Company operates commercial activities across Europe and North America, including psilocybin truffle sales in the Netherlands' legal market and mushroom home grow kits offered through B2B and DTC channels, in compliance with applicable laws.
About Filament Health:
Filament Health is a clinical-stage natural psychedelic drug development company. Filament believes that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and its 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. Filament is paving the way with the first-ever natural psychedelic drug candidates.
Cautionary Note Regarding Forward-Looking Statements:
Certain information in this news release constitutes forward-looking information under applicable Canadian securities legislation. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information is often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking information in this news release includes, but is not limited to, statements with respect to the expected completion of the Arrangement and the anticipated timing thereof; the anticipated benefits of the Arrangement, including the expected ownership split, board composition, and strategic benefits; the expected integration of operations, intellectual property, and infrastructure; the potential expansion of clinical development programs; the anticipated timing for the special meeting of Filament's shareholders and closing of the Transaction,; the consideration to be received by Filament shareholders, which may fluctuate in value due to Red Light's common shares forming the consideration,; the satisfaction of closing conditions including, without limitation (i) required Filament shareholder approval; (ii) necessary court approval in connection with the plan of arrangement; (iii) other conditions to closing, including, without limitation, obtaining certain consents; the operation and performance of the Red Light and Filament businesses in the ordinary course until closing of the Transaction; and compliance by Red Light and Filament with covenants contained in the Arrangement Agreement.
In particular, there can be no assurance that the Transaction will be completed. Forward-looking information is based on certain assumptions regarding Red Light and Filament, including assumptions regarding prevailing market conditions, receipt of required approvals, and the ability of each party to satisfy the conditions to closing of the Transaction. While Red Light and Filament consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information also necessarily involves known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; the regulatory environment for psychedelic substances in Canada and internationally; the ability to retain key personnel following the Transaction; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; risks inherent in clinical drug development; the ability to realize the anticipated benefits of the Transaction; competition; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking information contained in this news release is expressly qualified by this cautionary statement and reflect the expectations of Red Light and Filament as of the date hereof, and thus is subject to change thereafter. Red Light and Filament disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of each of Red Light and Filament. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in Red Light's and Filament's public filings and material change reports which are and will be available on SEDAR+.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288032
Source: Red Light Holland Corp.
© 2026 Newsfile Corp. All rights reserved.
