Brains Bioceutical Announces $750M Deal for Proposed Nasdaq Listing

Brains Bioceutical Corp. has entered into a definitive business combination agreement with Armada Acquisition Corp. III, a publicly traded special purpose acquisition company (SPAC), in a deal that values the pharmaceutical company at approximately $750 million.

Announced on November 5, 2026, the proposed transaction aims to help Brains expand its pharmaceutical manufacturing, research and drug development activities, with a particular focus on cannabinoid-based medicines.

Following the completion of the deal, the combined company is expected to operate as Brains Therapeutics Corp. Its shares are expected to trade on the Nasdaq under the ticker symbol BAPI.

Based in Vancouver, Canada, Brains Bioceutical has built an integrated pharmaceutical platform covering active pharmaceutical ingredient (API) manufacturing, regulatory services and drug development. Through its wholly owned subsidiary, BSPG Laboratories Limited, the company operates a pharmaceutical-grade cannabinoid API manufacturing facility in Kent, England.

The facility supports the production and supply of pharmaceutical-grade cannabinoid ingredients for pharmaceutical and healthcare companies operating in regulated markets.

Brains’ business is built around two main areas: pharmaceutical ingredient manufacturing and supply, and pharmaceutical research and drug development. The company also operates in nutraceuticals and animal health, creating opportunities to use its manufacturing and development capabilities across different healthcare markets.

Its drug development portfolio includes cannabinoid-based treatments for several conditions. One of its key programs involves supplying clinical trial material for a National Institutes of Health (NIH)-funded study evaluating a cannabinoid-based treatment for opioid use disorder.

The study has received $18 million in NIH funding and is currently being evaluated in a Phase 3 clinical trial involving approximately 450 participants across seven sites. Brains also holds an exclusive option to negotiate a licence for the rights to the program.

Other development activities include an oral capsule formulation for epilepsy and an internal research program focused on sleep disorders.

Rick Brar, CEO and Chairman of Brains Bioceutical, said the agreement marks an important step in the company’s growth. He highlighted the company’s manufacturing infrastructure, regulatory experience, commercial relationships and growing drug development portfolio as important foundations for its next phase.

The proposed Nasdaq listing is expected to provide Brains with greater access to capital and increased market visibility, helping it expand its manufacturing operations and advance its drug development programs.

Under the agreement, existing Brains shareholders are expected to roll over 100% of their equity into the combined company. The transaction has received unanimous approval from the boards of both companies.

The business combination is expected to close in the second quarter of 2027, subject to shareholder approvals, regulatory clearances, Nasdaq listing approval and other customary closing conditions.

If completed, the transaction would give Brains Bioceutical a public-market platform to expand its pharmaceutical manufacturing business and advance its pipeline of cannabinoid-based medicines.

The deal also reflects growing interest in pharmaceutical-grade cannabinoid ingredients and their potential applications in regulated medicine, research and drug development.