ANEW MEDICAL, INC. (OTCPK:LEAS) executed a letter of intent to acquire Redwoods Acquisition Corp. (NasdaqGM:RWOD) from a group of shareholders in a reverse merger transaction on April 24, 2023. ANEW MEDICAL, INC. entered into a definitive merger agreement to acquire Redwoods Acquisition Corp. from a group of shareholders for $62.4 million in a reverse merger transaction on May 30, 2023. As per the terms of the transaction, Redwoods will acquire all of the outstanding equity interests of ANEW in exchange for shares of Redwoods? common stock, based on an implied ANEW equity value of $60,000,000, to be paid to ANEW stockholders at the effective time of the Merger. These values exclude up to 5 million of additional earn-out shares that would be issued to ANEW stockholders if applicable stock performance-based requirements are met. In addition, certain ANEW stockholders will be issued additional shares of the Company?s Common Stock (the ? Contingent Consideration Shares ? or ? Earn -out ? shares), which will be issued as follows: (i) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $12.50; (ii) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $15.00; and (iii) 1,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing. The pro forma enterprise value of the combined company is up to $94 million, which includes up to $54 of cash held in the trust account of Redwoods, which is subject to redemption by Redwoods stockholders. The proposed business combination contemplates that ANEW's stockholders will roll 100% of their equity into the combined company and will be eligible to receive additional shares pursuant to an earn-out based on the combined company's future stock performance. In case of termination of agreement under certain circumstances, ANEW shall pay Redwoods a break-up fee of $500,000 and Redwoods shall pay ANEW a break-up fee of $500,000.

The closing of the transaction is subject to each applicable waiting period or Consent under the HSR Act shall have expired, been terminated or obtained; the Registration Statement/Proxy Statement shall have become effective; Redwood?s initial listing application with the Listing Exchange in connection with the transactions contemplated by the agreement shall have been approved; approval by their stockholders of ANEW and Redwoods and other closing conditions. The transaction has been unanimously approved by the boards of directors of ANEW and Redwoods. The Redwoods Board unanimously recommends that its stockholders vote for the merger. The board of directors of ANEW MEDICAL has also unanimously resolved to recommend that the ANEW MEDICAL stockholders adopt and approve the agreement. All cash remaining on the combined company's balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate purposes. Registration statement on Form S-4 was declared effective by the Securities and Exchange Commission (the ?SEC?) on February 14, 2024. The proposed business combination is expected to be completed by the fourth quarter of 2023. As of April 12, 2024, Redwoods Acquisition stockholders approved the transaction.

Chardan Capital Markets, LLC is acting as financial advisor and capital markets advisor to both Redwoods and ANEW in connection with the transaction. Chardan Capital Markets, LLC also provided due diligence services to ANEW. Paul Goodman of Cyruli Shanks & Zizmor, LLP is acting as legal counsel and due diligence provider to ANEW. Giovanni Caruso of Loeb & Loeb LLP is acting as legal counsel and provided legal due diligence services to Redwoods. Redwoods has engaged Morrow Sodali LLC to assist in the solicitation of proxies. Del Mar Global Advisors Limited also acted as financial advisor to Redwoods. Continental Stock Transfer & Trust Company is acting as transfer agent to Redwoods. Chardan will be entitled to $1,950,000 as an M&A fee. Assuming Redwoods issues all of the 5 million Earnout Shares after the Closing, Chardan will be entitled to additional $1,625,000 M&A fee. On August 25, 2023, Redwoods received Chardan?s formal resignation from its previous engagement as Redwood?s merger and acquisition advisor and capital markets advisor in connection with the transaction and of the fees to which Chardan would have been entitled for such engagement upon the closing of the transaction. Chardan will be entitled to receive from ANEW an M&A advisory fee of $2.5 million upon the closing of the transaction plus and an additional $1.9 million M&A advisory fee from ANEW in the event that Redwoods issues all of the 5 million contingent consideration shares after the closing. Del Mar Global Advisors Limited will be issued 240,000 shares of Redwoods common stock. Jeffrey C. Selman of DLA Piper LLP (US) acted as a legal advisor to Meteora Capital, LLC.

ANEW MEDICAL, INC. (OTCPK:LEAS) completed the acquisition of Redwoods Acquisition Corp. (NasdaqGM:RWOD) from a group of shareholders in a reverse merger transaction on June 21, 2024.