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TORONTO, May 20, 2026 (GLOBE NEWSWIRE) -- PharmAla Biotech Holdings Inc. (CSE: MDMA; OTCQB: MDXXF) (“PharmAla” or the “Company”), a global leader in the research, development, and manufacturing of novel MDXX-class molecules, today announced that it has entered into a term sheet (the “Term Sheet”) under which PharmAla would grant Jupiter Neurosciences, Inc. (NASDAQ: JUNS) (“Jupiter”) exclusive, perpetual United States licensing rights to ALA-002, PharmAla’s lead drug candidate and a next-generation, non-racemic MDMA Novel Chemical Entity. The total potential value of the proposed transaction is in excess of US$100 million through a combination of upfront consideration, development milestone payments, and single-digit royalties on net sales. PharmAla would retain all rights to ALA-002 in territories outside of the United States, including its existing commercial presence through its Cortexa joint venture in Australia.

Pursuant to the Term Sheet, PharmAla would receive upfront consideration of US$3.33 million at closing of the definitive agreement, comprised of US$1.50 million in cash and US$1.83 million in shares of Jupiter common stock, with such shares subject to a 10-day lock-up period. The Term Sheet additionally provides that further development milestone payments and royalties will be paid to PharmAla as the product is developed, approved, and commercialized in the United States. Closing of the definitive agreement, based on the terms and conditions set forth in the Term Sheet, is to occur no more than 90 days from the execution of the Term Sheet. Pursuant to the Term Sheet, Jupiter has agreed to deposit US$600,000 into an escrow account upon execution of the Term Sheet, which shall be credited against the upfront cash consideration payable to PharmAla at closing under the definitive agreement. If the definitive agreement is not executed within 90 days from signing of the Term Sheet, PharmAla shall receive all of the escrowed cash amount as a reverse termination fee, subject to fault-based carve-outs and exceptions as set forth in the escrow agreement.

About ALA-002
ALA-002 is a patented, non-racemic MDMA formulation recognized by the U.S. Food and Drug Administration (the “FDA”) as a Novel Chemical Entity (“NCE”). It has been engineered to deliver materially improved cardiovascular safety and reduced abuse liability compared to racemic MDMA, while preserving and enhancing the pro-social and therapeutic properties central to MDMA-assisted therapy. PharmAla’s clinical-grade MDMA is currently supplied into multiple U.S. government-sponsored clinical trials, including studies funded by the U.S. Department of Veterans Affairs (VA) and the Defense Health Agency (DHA), generating real-world evidence in support of a multi-billion-dollar psychedelic therapeutics market.

Strategic Rationale
The proposed transaction is intended to give ALA-002 a dedicated U.S. development and commercialization platform through a NASDAQ-listed CNS specialist, while allowing PharmAla to remain focused on executing its global MDXX strategy in all other markets. PharmAla expects the transaction to validate the Company’s NCE patent strategy, contribute non-dilutive capital and an equity position in a U.S.-listed counterparty, and free additional resources to support PharmAla’s ongoing commercial operations through Cortexa in Australia and its broader MDXX-class pipeline in ex-U.S. markets.

“This proposed transaction is a meaningful validation of the years of scientific, regulatory and manufacturing work PharmAla has invested in building ALA-002 into a credible, next-generation MDMA candidate,” said Nicholas Kadysh, Founding Chief Executive Officer of PharmAla. “Partnering with Jupiter Neurosciences gives ALA-002 a dedicated U.S. development and commercialization home, alongside a CNS-focused team and access to U.S. public capital markets, while PharmAla retains all rights to ALA-002 outside the United States and continues to expand our commercial footprint through Cortexa in Australia and our broader MDXX pipeline globally.”

“This proposed transaction is strategically aligned with Jupiter’s long-term focus on CNS innovation and the development of therapies intended to address longevity, brain health, neuroplasticity, and serious neuropsychiatric conditions,” said Christer Rosén, Chairman and Chief Executive Officer of Jupiter Neurosciences. “Substantial time and negotiations with the PharmAla team, as well as our initial due diligence of ALA-002, convinced us that with exclusive U.S. rights to ALA-002, Jupiter would be adding a highly differentiated mental health asset that complements our broader mission of advancing novel treatments across the CNS landscape.”

Closing Conditions
The proposed transaction remains subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of all required corporate and regulatory approvals (including, where applicable, approval of the Canadian Securities Exchange), and other customary closing conditions. There can be no assurance that a definitive agreement will be executed within the 90-day period contemplated by the Term Sheet, or at all, or that the proposed transaction will be completed on the terms described in this press release or at all.

About PharmAla

PharmAla Biotech Holdings Inc. (CSE: MDMA) (OTCQB: MDXXF) is a biotechnology company focused on the research, development, and manufacturing of MDXX class molecules, including MDMA. PharmAla was founded with a dual focus: alleviating the global backlog of generic, clinical-grade MDMA to enable clinical trials as well as commercial sales in selected jurisdictions, and to develop novel drugs in the same class. PharmAla is the only company currently provisioning clinical-grade MDMA for patient treatments outside of clinical trials. PharmAla’s research and development unit has completed proof-of-concept research into several IP families, including ALA-002, its lead drug candidate. PharmAla is a “regulatory first” organization, formed under the principle that true success in the psychedelics industry will only be achieved through excellent relationships with regulators.

For more information, please contact:
Nicholas Kadysh
Chief Executive Officer
PharmAla Biotech Holdings Inc.
Email: press@PharmAla.ca
Phone: 1-855-444-6362
Websites: www.PharmAla.ca & www.restoraneuro.com

Neither the CSE nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “strategy”, “expects” or “does not expect”, “intends”, “continues”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “will be taken”, “will launch” or “will be launching”, “will include”, “will allow”, “will be made” “will continue”, “will occur” or “will be achieved”. We direct readers to refer to the “Caution Regarding Forward-Looking Statements” contained within the Company’s management’s discussion and analysis for the period ended February 28, 2026, as filed on Sedar+ www.sedarplus.ca.

Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Although the Company believes that the expectations reflected in these statements are reasonable, such statements are based on expectations, factors, and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including but not limited to the risk factors discussed in the Company’s management’s discussion and analysis, and elsewhere in this press release, as such factors may be further updated from time to time in our periodic filings, available at www.sedarplus.ca, which factors are incorporated herein by reference. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results, or otherwise, or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.