UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2022, Isleworth Healthcare Acquisition Corp. (“Isleworth”), entered into an Merger Agreement and Plan of Reorganization on April 26, 2022 (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 (“Sponsor”), a Delaware limited liability company.
On June 7, 2022, Isleworth, Cytovia, First Merger Sub, Second Merger Sub and Sponsor (together, the “Parties”), entered into the First Amendment (the “First Amendment”) to Merger Agreement and Plan of Reorganization, dated April 26, 2022, by and among the Parties.
Termination of Merger Agreement
On June 30, 2022, Isleworth and Cytovia entered into a Mutual Termination Agreement (the “Termination Agreement”) which terminated the Merger Agreement, effective immediately. The Termination Agreement contained customary mutual releases and covenants not to sue.
Isleworth is currently assessing whether it should extend its life and the life of the trust maintained for the benefit of its public holders of Common Stock, and seek an alternative business combination.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On June 30, 2022, Isleworth issued a press release announcing the termination of the Merger Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
Forward Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will, “estimate,” “continue,” anticipate,” “intend,” expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. These forward-looking statements are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions this press release relies on. Many actual events and circumstances are beyond the control of Isleworth. These forward-looking statements are subject to a number of risks and uncertainties including (i) any changes to accounting methods of Isleworth; (ii) the risk factors included in this press release; and (iii) those factors discussed in Isleworth’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” and other documents Isleworth has filed, or will file, with the Securities and Exchange Commission (the “SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Mutual Termination Agreement, dated June 30, 2022 | |
| 99.1 | Press release dated June 30, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ISLEWORTH HEALTHCARE ACQUISITION CORP. | ||||||
| Date: June 30, 2022 | By: | /s/ Dan Halvorson | ||||
| Name: | Dan Halvorson | |||||
| Title: | Executive Vice President, Chief Financial Officer, & Director | |||||
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of June 30, 2022, is by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Isleworth”), and Cytovia Holdings, Inc., a Delaware corporation (“Cytovia”).
WHEREAS, the Parties have entered into that certain Merger Agreement and Plan of Reorganization, dated as of April 26, 2022, as amended to date (the “Merger Agreement”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.
WHEREAS, Section 9.01 (a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of Isleworth and Cytovia.
WHEREAS, each of the Board of Directors of Isleworth and Cytovia has determined that it is in the best interests of Isleworth and the stockholders of Isleworth and of Cytovia and the stockholders of Cytovia, respectively, to terminate the Merger Agreement in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, subject to the terms and conditions set forth herein, the Parties hereby agree as follows:
1. Mutual Termination. The Parties hereto mutually agree to terminate the Merger Agreement, effective as of the execution of this Agreement, such agreement constituting the requisite mutual agreement and written consent required to terminate the Merger Agreement pursuant to Section 9.01(a) of the Merger Agreement and otherwise as may be required pursuant to applicable Law. The Parties hereto agree that the Merger Agreement is hereby and forthwith void and without effect, and none of Isleworth, Cytovia, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever under the Merger Agreement or in connection with the transactions contemplated by the Merger Agreement or the termination thereof, except that the confidentiality provisions of Section 7.04 of the Merger Agreement shall survive such termination and continue to bind the Parties.
2. Termination of Other Transaction Documents. The Parties acknowledge and agree that the Stockholder Support Agreements or the Sponsor Support Agreements shall be automatically terminated without further action on the part of the Parties. The Parties further acknowledge and agree that none of the provisions of the Stockholder Support Agreements and the Sponsor Support Agreement shall be of any further force or effect.
3. Mutual Release; Covenant Not to Sue.
(a) Each Party, for and on behalf of itself and its Related Parties (as defined herein), does hereby unequivocally release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, subsidiaries, financing sources, affiliates (including, without limitation, controlling persons), officers, directors, members, managers and employees of affiliates (including without limitation, Contributing Stockholders), principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (the “Related Parties”), from any and all past, present, direct, indirect, and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments, remedies, extents, executions, demands, liens and damages of every kind and nature, in law, equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown, suspected
or unsuspected, foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of execution of this Agreement (collectively, “Actions”), that in any way arises from or out of, are based upon, or are in connection with or relate to (i) the Merger Agreement and the other agreements and documents contemplated hereby or thereby (collectively, the “Transaction Documents”), (ii) any breach, non-performance, action or failure to act under the Transaction Documents and (iii) the proposed Merger, including the events leading to the abandonment of the Merger and the termination of the Merger Agreement or any other Transaction Documents (collectively, the “Released Claims”); provided, however, that no Party shall be released from any breach, non-performance, action or failure to act under this Agreement.
(b) It is understood and agreed that, except as provided in the proviso to Section 3(a), the preceding paragraph is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties relating to or arising out of the Transaction Documents. Therefore, each of the Parties expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.
(c) Except as provided in the proviso to Section 3(a), each Party, on behalf of itself and its Related Parties, hereby covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 3 shall survive this Agreement indefinitely regardless of any statute of limitations.
4. Authority. Each Party hereby represents and warrants to the other Party that (a) such Party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of such Party, (c) no other corporate proceedings on the part of such Party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby, and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming due authorization, execution and delivery by the other Party) and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions).
5. Counterparts; Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in more than one counterpart, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood that each Party need not sign the same counterpart. Delivery by email to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.
5. Miscellaneous. The provisions contained in Section 10.01 (Notices), Section 10.03 (Severability), Section 10.04 (Entire Agreement; Assignment), Section 10.05 (Parties in Interest), and Section 10.06 (Governing Law) are hereby incorporated by reference into this Agreement, mutatis mutandis, and made a part of this Agreement as if set forth fully herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
| ISLEWORTH HEALTHCARE ACQUISITION CORP. | ||||
| By: | /s/ Robert Whitehead | |||
| Name: | Robert Whitehead | |||
| Title: | Chief Executive Officer | |||
| CYTOVIA HOLDINGS, INC. | ||||
| By: | /s/ Daniel Teper | |||
| Name: | Daniel Teper | |||
| Title: | Chairman & Chief Executive Officer | |||
[Signature Page to Mutual Termination]
Exhibit 99.1
ISLEWORTH AND CYTOVIA TERMINATE MERGER AGREEMENT
ST. PETERSBURG, Fla., June 30, 2022 – Isleworth Healthcare Acquisition Corporation (Nasdaq: ISLE) (“Isleworth”), a special purpose acquisition company, today announced that it has entered into an agreement with Cytovia Holdings, Inc. (“Cytovia”), a biopharmaceutical company empowering natural killer (NK) cells to fight cancer through stem cell engineering and multispecific antibodies (the “Termination Agreement”) to terminate its previously announced Merger Agreement with Cytovia, which was executed in April 2022. The Termination Agreement is effective immediately, and contains mutual releases and covenants not to sue.
A copy of the Termination Agreement is filed as an exhibit to a Current Report on Form 8-K filed by Isleworth today.
About Isleworth Healthcare Acquisition Corp.
Isleworth Healthcare Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. We have operating expertise in managing large and high growth businesses and more specifically, in the life sciences industry. Collectively, we have built, managed, bought and sold companies or technologies all over the world. The team includes Al Weiss (Chairman, Director), former President, Worldwide Operations Walt Disney Parks and Resorts; Bob Whitehead (CEO, Director), a long-standing pharmaceutical executive, in the United States and internationally, and in large and emerging stage companies; Dan Halvorson (EVP & CFO, Director), experienced public and private company executive in financial planning and operations in the life science, technology and artificial intelligence industries; Vipul Patel, MD, (Director), a pioneer in the development and utilization of robotic surgical technologies, and is connected to many emerging stage med tech and device companies; Monica Reed, M.D. (Director), an experienced healthcare leader of large regional healthcare systems and community hospitals, and serves on various bioscience boards; Bob Dahl (Director), formerly Managing Director of Healthcare Investments at the Carlyle Group and was previously co-head of healthcare investment banking at Credit Suisse; and Michelle McKenna (Director), an experienced board member and she has significant experience in M&A and early stage companies, and as a C-suite executive of the NFL, she was responsible for the highly effective Covid-19 contract tracing program across the league.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will, “estimate,” “continue,” anticipate,” “intend,” expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. These forward-looking statements are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions this press release relies on. Many actual events and circumstances are beyond the control of Isleworth. These forward-looking statements are subject to a number of risks and uncertainties including (i) any changes to accounting methods of Isleworth; (ii) the risk factors included in this press release; and (iii) those factors discussed in Isleworth’s Annual Report on Form 10-K for the year ended December 31, 2021, and on its Quarterly Report on Form 10-Q for the period ended March 31, 2022, under the heading “Risk Factors,” and other documents Isleworth has filed, or will file, with the Securities and Exchange Commission (the “SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
Isleworth Healthcare Acquisition Corp. Contact:
Dan Halvorson
EVP & CFO, Director
dan@isleworthhealthcare.com
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