NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
HALIFAX, Nova Scotia – July 2, 2024 – 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 an 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 (the “Arrangement Agreement”), 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 by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Transaction”). For further information on the Transaction please see the Company’s news release dated April 2, 2024, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Under the Amending Agreement, (a) the Outside Date (as defined in the Arrangement Agreement) was changed from July 31, 2024 to August 30, 2024; (b) the deadline to convene the Company’s special shareholders’ meeting was changed from June 30, 2024 to August 30, 2024; and (c) the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) was changed from June 30, 2024 to August 30, 2024 or such later date as the Parties may agree in writing.
A copy of the Amending Agreement will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Increase to Bridge Loan
The Company further announces that it has increased the principal amount of its previously announced unsecured bridge financing (the “Bridge Loan”) from Bloom Burton & Co. Inc. (the “Lender”) from C$300,000 to C$400,000 (the “Principal Increase”). The Bridge Loan is evidenced by a grid promissory note dated April 26 2024 in favor of the Lender (the “Note”) and other than the Principal Increase, the terms of the Note remain unchanged. For further information on the Bridge Loan, please see the Company’s news release dated April 26, 2024, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Lender is considered to be a “related party” of the Company, and the Bridge Loan is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
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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. For more information, visit www.AppiliTherapeutics.com.
Forward-Looking Information
This news release contains “forward-looking information”, including with respect to the proposed use of proceeds. Wherever possible, words such as “may “, “would”, “could “, “should”, “will,” “anticipate,” “believe,” “plan,” “expect,” “intend,” “estimate,” “potential for” and similar expressions have been used to identify these forward-looking statements. These forward-looking statements reflect the current expectations of the Company’s management for future growth, results of operations, performance and business prospects and opportunities and involve significant known and unknown risks, uncertainties and assumptions, including, without limitation, the Company’s ability to repay the amount under the Bridge Loan, the closing of the Transaction and those risks listed in the annual information form of the Company dated June 25, 2024 and the other filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedarplus.ca). Should one or more of these risks or uncertainties materialize or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. The Company disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
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Media Contact:
Jenna McNeil, Corporate Affairs and Communications Manager
Appili Therapeutics
E: [email protected]
Investor Relations Contact:
Don Cilla, Pharm.D. M.B.A.
Appili Therapeutics
E: [email protected]
