Merger ISLE

Cytovia Therapeutics to go public through a business combination with Isleworth Healthcare Acquisition

, SPAC research

Isleworth Healthcare Acquisition Corp. and Cytovia Holdings, Inc., a biopharmaceutical company empowering natural killer (NK) cells to fight cancer through stem cell engineering and multispecific antibodies today announced they have entered into a definitive business combination agreement. Upon consummation of this combination, Isleworth will be renamed Cytovia Therapeutics, Inc. and its common stock and warrants are expected to remain listed on NASDAQ under the ticker symbols INKC and INKCW, respectively.

Cytovia Therapeutics aims to accelerate patient access to transformational cell therapies and immunotherapies, addressing several of the most challenging unmet medical needs in cancer. Cytovia focuses on harnessing the innate immune system by developing complementary and disruptive NK-cell and NK-engager antibody platforms. The company is developing three types of iPSC-derived (or iNK) cells: unedited iNK cells, TALEN® gene-edited iNK cells with improved function and persistence, and TALEN® gene-edited iNK cells with chimeric antigen receptors (CAR-iNKs) to improve tumor-specific targeting. The second complementary cornerstone technology is a quadrivalent multifunctional antibody platform designed to engage natural killer cells by targeting NKp46 using Cytovia’s proprietary Flex-NK™ technology.

The transaction would value the combined company at a pro forma equity value of $602 million, assuming a $10 per share price, no Isleworth stockholder redemptions and no additional financing obtained prior to the closing of the transaction. As a result of the transaction, the combined company would have up to $227 million in gross proceeds from a combination of approximately $207 million in cash held in Isleworth’s trust account (assuming no Isleworth stockholders exercise their redemption rights at closing) and $20 million from PIPE financing of new investors, and without considering the proceeds of any additional prospective financing.

I-Bankers Securities, Inc. is serving as capital markets advisor and placement agent to Isleworth. Truist Securities is acting as financial advisor, placement agent and capital markets advisor to Cytovia. BTIG LLC is acting as capital markets advisor to Cytovia.

Cooley LLP is serving as legal advisor to Cytovia. ArentFox Schiff LLP is serving as legal advisor to Isleworth. Goodwin Procter is serving as legal advisor to Truist Securities in its role as placement agent.

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