Benuvia To Go Public Via SPAC Deal With Pono Capital, Deal Valued At $440M

• Benuvia, a leading drug developer focused on pharmaceutical cannabinoids has entered into a definitive business combination agreement with Pono Capital Corp (NASDAQ:PONO)
• The transaction implies a combined company pro forma enterprise value of $440 million
• Benuvia owns SYNDROS®, the FDA approved dronabinol (THC) oral solution, CII, which is approved for chemotherapy-induced nausea and vomiting in cancer patients and loss of appetite in AIDS patients who have lost weight, and is pursuing three additional INDs based on the same formulation as SYNDROS®
• Benuvia manufactures active pharmaceutical ingredients in its 83,000 square foot manufacturing facility that is permitted by the US DEA for Schedule I to III Controlled Substances, and is FDA registered and a cGMP facility
• Benuvia expects to receive up to $115 million in estimated gross transaction proceeds assuming no redemptions; No PIPE transaction is expected as part of the transaction
• The transaction is expected to close in the third quarter of 2022 and Benuvia is expected to be listed on Nasdaq

ROUND ROCK, TX AND HONOLULU, HI, March 18, 2022 (GLOBE NEWSWIRE) -- Benuvia, Inc. (“Benuvia” or the “Company”), a leading drug developer and manufacturer of active pharmaceutical ingredients focused on cannabinoids, with a growing portfolio of drug products and intellectual property, and Pono Capital Corp (“Pono”) (NASDAQ:PONOU), a publicly-traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result, subject to the satisfaction or waiver of certain closing conditions, in Benuvia becoming a public company. Benuvia will apply to be listed on Nasdaq.

Benuvia owns the FDA approved cannabinoid drug SYNDROS® (dronabinol oral solution CII), and one of the largest synthetic cannabinoid manufacturing facilities in the U.S. SYNDROS® is FDA approved as a prescription drug for the treatment of chemotherapy-induced nausea and vomiting in cancer patients and loss of appetite in AIDS patients who have lost weight. Benuvia is also pursuing a 505(b)(2) approval pathway with the FDA for three additional indications, including its previously announced plans to commence Phase II clinical trials in the 2H 2022 for Alzheimer’s Disease Agitation (“Agit-AD”).

Investment Highlights

• SYNDROS®: The Only Dronabinol (Tetrahydrocannabinol (“THC”)) Oral Solution CII Approved by the FDA – Approved for adults as a second-line treatment of “CINV” in people whose nausea and vomiting have not improved with usual anti-nausea medicines and for loss of appetite in people with AIDS who have lost weight
• Large Drug Development Opportunity for Dronabinol Oral Solutions – Numerous large market indications exist with unmet needs and high efficacy rates for a THC-based formulation
• Drug Development Platform Expedites Timeline to Market – Leverage SYNDROS® safety and quality profile and 3rd party clinical research and investigational resources to expedite time to New Drug Application
• Cannabinoid and Psychedelics Manufacturing Facility and Portfolio of Drug Master Files – The Company’s 83,000 square foot manufacturing facility in Texas is permitted by the U.S. DEA to manufacture and export Schedule I to III controlled substances, and is FDA registered and a cGMP facility
• Experienced Management Team: Leadership with a History of Execution – Team of executives with a history of execution in pharmaceuticals, business operations, and corporate governance

Management Commentary

“With SYNDROS® as a foundation for our platform of dronabinol oral solutions, we believe Benuvia is well positioned to become a leading cannabinoid-based drug development company.” Said Shannon Soqui, Executive Chairman of Benuvia. “Given the historical efficacy studies on THC, we believe our dronabinol oral solution (THC) is well suited to treat a broad set of indications, from Agit-AD to Anorexia in Cancer Patients. With our research lab and manufacturing facility, we are also able to develop and produce pharmaceutical formulations to meet our targeted needs under one roof.”

Dustin Shindo, Chief Executive Officer of Pono Capital Corp, said, “Benuvia has established a strong position in the pharmaceutical cannabinoid market with its intellectual property and manufacturing assets. As we were evaluating potential partners, we sought a company that is well-positioned for high growth, that has proprietary technology or competitive advantage, and with public company potential. With the Benuvia team, we believe that we have found an excellent merger partner to help drive long-term value for our stockholders. We are excited to partner with Benuvia on this exciting journey as they become a publicly-traded company.”

Transaction Overview

The business combination implies a pro forma enterprise valuation for Benuvia of $440 million. The transaction will provide approximately $115 million in estimated gross proceeds to Benuvia; assuming no redemption by Pono shareholders.

The transaction is expected to close in the third quarter of 2022, subject to, among other things, the approval by Pono Capital Corp stockholders, satisfaction or waiver of the conditions stated in the business combination agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by Nasdaq to list the securities of the combined company.

Additional information about the proposed transaction, including a copy of the business combination agreement, investor presentation and transcript of management commentary, will be provided in a Current Report on Form 8-K to be filed by Pono Capital Corp with the SEC and will be available at www.sec.gov.

Advisors

EF Hutton, division of Benchmark Investments, LLC, is acting as the exclusive M&A advisor to Benuvia, Inc.

O’Melveny & Myers LLP is acting as legal advisor to Benuvia, Inc. Nelson Mullins Riley & Scarborough LLP is acting as legal advisor to Pono Capital Corp.