Item 8.01 Other Events
On
In the event that the Business Combination is consummated in accordance with the Merger Agreement, the Convertible Notes sold in conjunction with the Purchase Agreements would be automatically converted to shares of common stock of Isleworth at the closing of the Business Combination, subject to each Related Person's right to cause Cytovia to repay the outstanding principal and unpaid interest on such notes in lieu of conversion.
The warrant coverage for the Warrants ranges from 25% to 100% depending on how and when the Convertible Notes are converted or repaid, and the Warrants strike price is equal to 1.15 times the price per share utilized for conversion of the underlying Convertible Notes. The Warrants are exercisable beginning upon the conversion of the Convertible Notes through the fifth anniversary of such conversion.
The Isleworth board of directors (the "Board") and its audit committee have approved the Related Persons' entry into the Purchase Agreements and the transactions contemplated thereby, noting that the Purchase Agreements are in the best interest of the stockholders of Isleworth and that Isleworth is not in a position to make use of any corporate opportunity contemplated by such Purchase Agreements.
The description of the Purchase Agreements and the transactions contemplated thereby contained in this Item 8.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the form of Purchase Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Additional Information and Where to Find It
This Current Report relates to a proposed business combination between Isleworth
and Cytovia. This document does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Isleworth intends to file a
registration statement on Form S-4 that will include a proxy statement of
Isleworth, an information statement of Cytovia and a prospectus of Isleworth.
The proxy statement/information statement/prospectus will be sent to all
Isleworth and Cytovia stockholders as of a record date to be established for
voting on the proposed business combination and the other matters to be voted
upon at a meeting of Isleworth stockholders to be held to approve the proposed
business combination and other matters (the "Special Meeting"). Isleworth may
also file other documents regarding the proposed business combination with the
Investors and security holders will be able to obtain free copies of the proxy
statement/information statement/prospectus, and all other relevant documents
filed or that will be filed with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Isleworth, Cytovia and their respective directors, executive officers and other
members of their management and employees, under
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No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1† Merger Agreement and Plan of Reorganization, dated as ofApril 26, 2022 , by and amongIsleworth Healthcare Acquisition Corp. ,IHAC First Merger Sub Inc. ,IHAC Second Merger Sub LLC ,Cytovia Holdings, Inc. , andIsleworth Healthcare Sponsor I, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onApril 26, 2022 ) 99.1 Form of Securities Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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