Appili Therapeutics Updates Agreement with Aditxt
Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) (referred to as the “Company” or “Appili”) is a biopharmaceutical firm dedicated to developing drugs for infectious diseases and medical countermeasures. The Company has announced that it has entered into a third amending agreement (the “Amending Agreement”) with Aditxt, Inc. (“Aditxt”) and Adivir, Inc. (“Adivir,” collectively with the Company and Aditxt referred to as the “Parties”). This agreement modifies the previously announced arrangement agreement dated April 1, 2024, under which Aditxt, through its wholly-owned subsidiary Adivir, will acquire all issued and outstanding Class A common shares of the Company (the “Transaction”).
Amendments to the Arrangement Agreement
The Amending Agreement includes several important changes to the Arrangement Agreement, specifically: (i) the Outside Date has been changed from September 30, 2024, to November 19, 2024; (ii) the Company is now required to hold an annual and special shareholder meeting as soon as possible to discuss, among other things, the Continuance; (iii) the deadline for convening a special shareholders’ meeting to consider the Transaction has been moved from September 30, 2024, to November 6, 2024; (iv) the deadline for Aditxt to finalize the Financing has been extended from September 15, 2024, to October 18, 2024; and (v) the completion of the Continuance is now a condition for completing the Arrangement.
Regulatory Matters and Continuance
In order to address specific regulatory issues related to the Transaction, the Company will transition from being incorporated under the Canada Business Corporations Act to being incorporated under the Business Corporations Act (Ontario) (the “Continuance”). This transition will enable the Company to complete the transaction via a court-approved plan of arrangement under the Business Corporations Act (Ontario).
Lender Approval and Financial Arrangements
Long Zone Holdings Inc. (“LZH”), the Company’s senior secured lender, has granted necessary waivers as stipulated in the loan agreement between the Company and LZH. As part of these waivers, Appili has agreed to make a cash payment of $18,000 to LZH. Furthermore, Appili and LZH have come to an agreement allowing Appili to meet its prior obligation to issue LZH Class A common shares before the Transaction closes by making a cash payment of $18,000 instead.
About Appili Therapeutics
Appili Therapeutics is a biopharmaceutical company focused on infectious diseases, built with a mission to tackle life-threatening infections. The Company systematically identifies urgent infections that require attention and aims to develop a strategic pipeline of innovative therapies to save lives and enhance well-being. Currently, Appili is advancing a diverse array of anti-infectives, including an FDA-approved ready-to-use suspension of metronidazole for treating antimicrobial infections, a vaccine candidate designed to neutralize a significant biological weapon threat, and a topical antiparasitic treatment for a disfiguring disease. With a strong management team at the helm, Appili is positioned at the forefront of the global battle against infections.
Frequently Asked Questions
What is the purpose of the Amending Agreement?
The Amending Agreement revises the terms of the original arrangement agreement to incorporate updated deadlines and conditions for the transaction with Aditxt.
When is the special shareholders’ meeting scheduled?
The special shareholders’ meeting is now set for November 6, 2024, to discuss the Transaction.
What changes have been made to the Outside Date?
The Outside Date for the arrangement agreement has been pushed back from September 30, 2024, to November 19, 2024.
What is the significance of the Continuance?
The Continuance enables the Company to finalize the transaction under the Business Corporations Act (Ontario), thereby simplifying the process.
Who are the key contacts for Appili Therapeutics?
The media contact is Jenna McNeil, while Don Cilla, Pharm.D. M.B.A., manages investor relations and communications.
