Appili Therapeutics Updates Agreement with Aditxt
Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) (the “Company” or “Appili”), a biopharmaceutical company focused on drug development for infectious diseases and medical countermeasures, announces that it has entered into a third amending agreement (the “Amending Agreement”) among the Company, Aditxt, Inc. (“Aditxt”) and Adivir, Inc. (“Adivir” and together with the Company and Aditxt, the “Parties”) to amend the previously announced arrangement agreement dated April 1, 2024 among the Parties, pursuant to which Aditxt, through its wholly-owned subsidiary, Adivir, will acquire all of the issued and outstanding Class A common shares of the Company (the “Transaction”).
Amendments to the Arrangement Agreement
Under the Amending Agreement, the Arrangement Agreement was amended to, inter alia: (i) change the Outside Date from September 30, 2024 to November 19, 2024; (ii) require the Company to convene an annual and special shareholder’s meeting of the Company to consider, among other things, the Continuance as promptly as practicable; (iii) change the deadline to convene a special shareholders’ meeting to consider the Transaction from September 30, 2024 to November 6, 2024; (iv) change the deadline for Aditxt to complete the Financing from September 15, 2024 to October 18, 2024; and (v) have the completion of the Continuance as a condition to the completion of the Arrangement.
Regulatory Matters and Continuance
To address certain regulatory matters relating to the Transaction, the Company will continue from a corporation incorporated under the Canada Business Corporations Act to a corporation incorporated under the Business Corporations Act (Ontario) (the “Continuance”). This will allow the Company to complete the transaction by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario).
Lender Approval and Financial Arrangements
The Company’s senior secured lender, Long Zone Holdings Inc. (“LZH”), has provided certain waivers required pursuant to the terms of the loan agreement between the Company and LZH. In connection with such waivers, Appili has agreed to pay LZH a cash payment equal to $18,000. Additionally, Appili and LZH agreed that Appili could fulfill its prior obligation to issue LZH Class A common shares of Appili prior to the closing of the Transaction by way of a cash payment equal to $18,000.
About Appili Therapeutics
Appili Therapeutics is an infectious disease biopharmaceutical company that is purposefully built, portfolio-driven, and people-focused to fulfill its mission of solving life-threatening infections. By systematically identifying urgent infections with unmet needs, Appili’s goal is to strategically develop a pipeline of novel therapies to prevent deaths and improve lives. The Company is currently advancing a diverse range of anti-infectives, including an FDA approved ready-made suspension of metronidazole for the treatment of antimicrobial infections, a vaccine candidate to eliminate a serious biological weapon threat, and a topical antiparasitic for the treatment of a disfiguring disease. Led by a proven management team, Appili is at the epicenter of the global fight against infection.
Frequently Asked Questions
What is the purpose of the Amending Agreement?
The Amending Agreement updates the terms of the original arrangement agreement to accommodate new deadlines and conditions for the transaction with Aditxt.
When is the special shareholders’ meeting scheduled?
The special shareholders’ meeting has been rescheduled to November 6, 2024 to consider the Transaction.
What changes have been made to the Outside Date?
The Outside Date for the arrangement agreement has been extended from September 30, 2024 to November 19, 2024.
What is the significance of the Continuance?
The Continuance allows the Company to complete the transaction under the Business Corporations Act (Ontario), streamlining the process.
Who are the key contacts for Appili Therapeutics?
The media contact is Jenna McNeil, and for investor relations, Don Cilla, Pharm.D. M.B.A., oversees communications.
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