Jupiter Neurosciences Secures $100M Term Sheet for Exclusive U.S. Rights to ALA-002, a Next-Generation MDMA Therapeutic from PharmAla Biotech

PharmAla Biotech has signed a term sheet granting Jupiter Neurosciences (NASDAQ: JUNS) exclusive, perpetual U.S. rights to its lead candidate ALA‑002, a patented non‑racemic MDMA Novel Chemical Entity engineered for improved cardiovascular safety and reduced abuse liability. The transaction’s headline value exceeds US$100 million, composed of: - Upfront consideration of US$3.33 million (US$1.5 million cash + US$1.83 million in Jupiter common stock). - Future development milestone payments and single‑digit royalties on U.S. net sales. - A US$600,000 reverse termination fee payable to PharmAla if a definitive agreement is not executed within 90 days.

PharmAla retains all rights to ALA‑002 outside the United States, including its existing commercial presence in Australia through the Cortexa joint venture. The deal is framed against the April 18, 2026 U.S. Executive Order directing the FDA and DEA to accelerate access to investigational psychedelic therapies.

This is a material positive for PharmAla – the first major licensing deal for its novel molecules and a dramatic validation of ALA‑002’s differentiation. The upfront cash and stock provide near‑term liquidity, while the royalty and milestone tail gives leveraged exposure to U.S. commercialization. The structure aligns with the April executive order and concretizes management’s long‑stated intent to monetise the ALA‑002 IP without diluting existing shareholders.

However, the headline “over $100 million” is heavily back‑loaded; the initial US$3.33 million is modest for a company with a micro‑cap valuation and ongoing cash burn. A definitive agreement has not yet been signed, and the term sheet is non‑binding beyond the US$600,000 escrow. Notably, a discrepancy exists between the two May 20 press releases: PharmAla states a 10‑day lock‑up on Jupiter shares, while Jupiter’s release references a 120‑day lock‑up – a detail that may need clarification but does not diminish the strategic value.

In context of the preceding months – initiation of ALA‑002 GMP manufacturing (April 20), the Restora APA‑01 SPV definitive agreement (May 13), and steady revenue growth – this licensing announcement is the most significant capital‑markets event in PharmAla’s public history and is likely to re‑rate the stock materially if the definitive agreement closes.

PharmAla Biotech (CSE:MDMA, OTCQB:MDXXF) is a clinical‑stage biotech developing patented MDXX‑class molecules for psychiatric and neurological disorders. Its flagship projects: - LaNeo™ MDMA: A clinical‑grade generic MDMA supplied to investigator‑sponsored trials (VA, DHA, Johns Hopkins, UCL, Amsterdam UMC, etc.) and the cornerstone of its revenue base. - ALA‑002: A patented, non‑racemic MDMA Novel Chemical Entity with reduced cardiovascular impact; positioned for Phase 2 in Social Anxiety Disorder and now licensed for the U.S. to Jupiter. - APA‑01 (PharmAla‑1): A novel MDXX molecule targeting Post‑Stroke Neurorehabilitation and Traumatic Brain Injury, being advanced via the Restora Neurosciences SPV. - Cortexa JV (50/50 with Vitura Health): The primary commercial supplier of MDMA in Australia, the only jurisdiction with legal MDMA prescription for PTSD.