ISLEWORTH HEALTHCARE ACQUISITION: Material Definitive Agreement, Unregistered Sale of Equity

 On April 26, 2022, Isleworth Healthcare Acquisition Corp., a Delaware corporation ("Isleworth"), entered into an Merger Agreement and Plan of Reorganization (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Isleworth, IHAC First Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Isleworth ("First Merger Sub"), IHAC Second Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Isleworth ("Second Merger Sub"), Cytovia Holdings, Inc. a Delaware corporation ("Cytovia"), and Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the "Sponsor").

The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors or board of managers, as applicable, of each of Isleworth, Cytovia and the Sponsor.

The Business Combination

The Merger Agreement provides for, among other things, the following transactions at the closing: (i) First Merger Sub will merge with and into Cytovia (the "First Merger"), with Cytovia as the surviving company in the First Merger as a wholly-owned subsidiary of Isleworth (the "Surviving Corporation"), and immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the "Second Merger" and, together with First Merger, the "Mergers"), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the "Surviving Entity"). In connection with the Mergers, Isleworth will change its name to "Cytovia Therapeutics, Inc." The Mergers and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."

The Business Combination is expected to close in the third quarter of 2022, following the receipt of the required approval by Isleworth's stockholders and the fulfillment (or waiver) of other customary closing conditions.

Business Combination Consideration

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cytovia Class A common stock, par value $0.000001, and Cytovia Class B common stock, par value $0.000001 per share (collectively, "Cytovia Common Stock"), issued and outstanding shall be converted into a number of shares of Isleworth common stock, par value $0.0001 ("Isleworth Common Stock") equal to the Exchange Ratio, plus the right to receive a pro rata portion of up to 4,000,000 additional shares of Isleworth Common Stock ("Earnout Shares") if certain milestone events occur within two years after the closing.

Additionally, at the Closing and as set forth in the Merger Agreement, (i) each warrant to purchase Cytovia Common Stock ("Cytovia Warrants") will be converted into a warrant to purchase shares of combined company common stock, (ii) each option to purchase Cytovia Common Stock ("Cytovia Options"), whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of combined company common stock, (iii) each restricted share award of Cytovia Common Stock will be exchanged for restricted share awards of Cytovia Common Stock subject to the same terms and conditions as were applicable to such restricted shares and (iv) each restricted stock unit award of Cytovia ("Cytovia RSU") will be converted into the right to receive restricted stock units based on shares of combined company common stock.

https://www.marketscreener.com/quote/stock/ISLEWORTH-HEALTHCARE-ACQU-120780725/news/ISLEWORTH-HEALTHCARE-ACQUISITION-CORP-Entry-into-a-Material-Definitive-Agreement-Unregistered-Sa-40159929/