ISLEWORTH HEALTHCARE ACQUISITION CORP. Item 7.01. Regulation FD Disclosure.
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The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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
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statement and other relevant documents to its shareholders as of the record date
established for voting on the proposed business combination. The definitive
proxy statement/information statement/prospectus will contain important
information about the proposed business combination and the other matters to be
voted upon at the Special Meeting and is not intended to provide the basis for
any investment decision or any other decision in respect of such matters. Before
making any voting decision, investors and security holders of Isleworth and
Cytovia are urged to read the registration statement, the proxy
statement/information statement/prospectus and all other relevant documents
filed or that will be filed 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
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.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between Isleworth and Cytovia, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, Cytovia's expectations regarding cash runway, projections of market opportunity, operating results, debt levels, potential revenues, business strategies, various addressable markets, anticipated trends, industry environment, developments in markets in which Cytovia operates, the initiation, timing, progress, scope and results of Cytovia's ongoing pre-clinical studies, planned clinical trials and research and development programs, the timing, availability and presentation of pre-clinical and regulatory developments, Cytovia's ability to timely file and obtain approval of investigational new drug applications for its planned clinical trials, the potential benefits of Cytovia's platforms, programs and product candidates, the development and the commercial potential, growth potential and
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market opportunity for Cytovia's product candidates, if approved, and the drivers, timing, impact and results thereof, the potential and future results of current and planned collaborations, Cytovia's ability to obtain and maintain regulatory approval of any of Cytovia's product candidates, Cytovia's plans to research, discover and develop additional product candidates, including by leveraging other technologies and expanding into additional indications, Cytovia's ability to expand its manufacturing capabilities, and to manufacture its product candidates and scale production, Cytovia's ability to meet certain milestones , and the effects of regulations and Isleworth's or Cytovia's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," "positions," "enables" and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this Current Report on Form 8-K, including but not limited to: (i) changes in
domestic and foreign business, market, financial, political, economic and legal
conditions; (ii) the risk that the proposed business combination may not be
completed in a timely manner or at all, which may adversely affect the price of
Isleworth's securities; (iii) failure to realize the anticipated benefits of the
business combination or to obtain additional financing, including financing it
intends to obtain prior to the consummation of the business combination to meet
the minimum cash condition contained in the business combination agreement
related to the proposed business combination and to fund operations and future
product development; (iv) risks relating to the uncertainty of projected
information, including Cytovia's ability to project future capital needs, cash
utilization and potential cash inflows, and timing with respect to Cytovia and
its product candidates; (v) uncertainties inherent in research and development,
including related to safety, progression of and results from its ongoing
pre-clinical studies and planned clinical trials candidates; (vi) difficulties
arising from Cytovia's third-party licenses, or supply-chain or manufacturing
challenges; (vii) unexpected safety or efficacy data observed during
pre-clinical or clinical studies; (viii) the failure of the data from Cytovia's
pre-clinical trials to be indicative in human trials; (ix) the ability of
Cytovia to protect its intellectual property rights; (x) trends in the industry,
changes in the competitive landscape, and delays or disruptions due to the
COVID-19 pandemic, including the risk that the ongoing COVID-19 pandemic and the
associated containment efforts may disrupt Cytovia's business and/or the global
healthcare system (including its supply chain) more severely than it has to date
or more severely than anticipated; (xi) the effects of competition on Cytovia's
future business and the ability of the combined company to grow and manage
growth profitably, maintain relationships with collaborators, manufacturers,
suppliers, licensors or strategic partners and retain its management and key
employees; (xii) changes in the legal and regulatory framework for the industry
or unexpected litigation or disputes and future expenditures; (xiii) the risk
that the proposed business combination may not be completed by Isleworth's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Isleworth; (xiv) the failure
to satisfy the conditions to the consummation of the proposed business
combination in the anticipated manner or on the anticipated timeline, including
the approval of the proposed business combination by the stockholders of
Isleworth and Cytovia, the satisfaction of the minimum trust account amount
following redemptions by Isleworth's public stockholders and the receipt of
certain governmental and regulatory approvals; (xv) the effect of the
announcement or pendency of the proposed business combination on Cytovia's
business relationships, performance, and business generally; (xvi) risks that
the announcement and consummation of the proposed business combination disrupts
current plans and operations of Cytovia and Isleworth and potential difficulties
in Cytovia employee retention as a result of the proposed business combination;
(xvii) the outcome of any legal proceedings that may be instituted against
Isleworth or Cytovia related to the agreement and plan of merger or the proposed
business combination; (xviii) the ability to maintain the listing of Isleworth's
securities on the NASDAQ or the combined company's securities on the NASDAQ or
another securities exchange; (xix) the price of Isleworth's securities,
including volatility resulting from changes in the competitive and highly
regulated industries in which Cytovia plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Cytovia's business and changes in the combined capital structure; (xx) any
changes to accounting methods of Isleworth; and (xxi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
proposed business combination, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in Isleworth' final proxy statement/information statement contained in
the Form S-4 registration statement described above, including those under "Risk
Factors" therein, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and other documents filed by Isleworth, or that Isleworth files in the future,
from time to time with the
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These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither Isleworth nor Cytovia presently knows, or that Isleworth or Cytovia currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Isleworth and Cytovia assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Isleworth and Cytovia anticipate that subsequent events and developments will cause Isleworth's and Cytovia's assessments to change. Neither Isleworth nor Cytovia gives any assurance that either Isleworth or Cytovia will achieve its expectations.
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 ) 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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