Apollon Formularies Plc Execution of Binding LOI with Sproutly Canada, Inc.
19 September 2023 - 6:18PM
UK Regulatory
TIDMAPOL
19 September 2023
Apollon Formularies Plc
Apollon Formularies plc Announces Execution of Binding LOI with Sproutly Canada,
Inc.
Apollon Formularies plc (AQUIS: APOL) ("Apollon") is pleased to announce that it
has executed a binding Letter of Intent (the "LOI") with Sproutly Canada, Inc
(CNSX:SPR) (OTC Pink: SRUTF) ("Sproutly") for Sproutly to acquire the global
assets of Apollon.
Apollon is a UK-based international natural biologics drug discovery company
that utilizes artificial intelligence (AI) based technology to develop
therapeutics for patients globally. Apollon recently announced successful
results of third party independent pre-clinical testing that demonstrated
successful killing of breast cancer and prostate cancer cells in their oncology
line of products. To date, the company has primarily concentrated on the use of
natural cannabinoids, terpenes, and mushroom compounds in their combinatorial
formulations which include therapeutics for cancer, inflammatory diseases,
addiction, and chronic pain. Apollon has manufacturing and production operations
in Jamaica and exclusive license and sales agreements with multiple
international companies to sell its products in the US, Canada, Mexico, the
European Union with extension to Morocco, Israel, South Africa, and Thailand.
Sproutly is a Canadian company specializing in proprietary natural biologics
drug discovery utilizing a proprietary technique known as Aqueous Phytorecovery
Process (APP), which extracts high-quality phytonutrients in their complete and
proportional profiles. As applied to cannabis, APP can produce water-soluble
cannabis solutions that can be stably formulated into traditional beverages
without the use of artificial chemical and/or physical means to keep the
cannabinoids dissolved in the water base.
The combination of Apollon's AI based therapeutic product formulation with
demonstrated success in pre-clinical and clinical testing, clinical trial
capability, manufacturing and production laboratories, with Sproutly's APP
technology and natural water soluble ingredients, creates a unique opportunity
to develop, new natural biologic therapeutic products with increased
bioavailability, faster therapeutic response times, lower patient dose
requirements and increased product shelf life.
Terms of the Apollon Sale:
Under the terms of the binding LOI dated September 12, 2023, after the
successful completion of due diligence as described below, Sproutly will acquire
the assets of Apollon pursuant to an Asset Purchase Agreement. In exchange,
Sproutly will issue to Apollon a sufficient number of Sproutly shares so that
Apollon will own 49% of the enlarged shar capital of Sproutly, post-transaction.
If the transaction takes place with the number of outstanding Sproutly shares as
are currently in issue, and at an anticpated deemed price of CAD$0.02 (the price
at which the trading of common shares of Sproutly was suspended), the effective
valuation of the disposal of Apollon's assets will be CAD$7million
(approximately £4.2million). If the number of Sproutly shares increases between
now and the date of the transaction, the number of shares to be issued to
Apollon will increase accordingly.
Sproutly and Apollon have granted each other a 60-day option to conduct due
diligence, following which, if agreed to by both companies, the asset
acquisition will be completed. The due diligence period may be shortened by
mutual agreement. It is understood by the parties that Sproutly must complete
one or more audits and take other legal and regulatory steps (the "Steps") to
again become active and trading on the Canadian Securities Exchange ("CSE"). The
Steps will proceed simultaneously with the due diligence period and the
preparation and finalization of necessary transaction agreements for a closing
(the "Closing") of the transaction.
The disposal of the assets will likely constitute a fundamental change to
Apollon's business, and therefore an explanatory circular will be prepared and a
general meeting called in due course, to obtain shareholder approval for the
disposal. A further announcement will be made in due course.
Stephen D. Barnhill, MD, Chairman and CEO of Apollon stated, "I am extremely
pleased to proceed forward to complete this transaction for Sproutly to acquire
Apollon's assets. I believe the combination of assets currently held by the two
companies will demonstrate that the whole is more than the sum of the parts.
Together these assets include multiple synergistic drug discovery technologies,
pending patents and proprietary intellectual property, successful pre-clinical
and clinical testing, manufacturing and production laboratories, existing
exclusive global licenses and sales agreements in numerous countries which we
expect to generate significant royalty revenue, and the ability to develop new
combinatorial therapeutic products. I look forward to working with Dr. Arup Sen
in building what I believe will be a leading natural biologics drug discovery
company developing new therapeutic products for near term international
distribution and sales".
The Directors of the Company accept responsibility for the contents of this
announcement.
For additional information, please visit www.apollon.org.uk or contact:
Apollon Formularies
Tel: +44 771 198 0221
Stene Jacobs stene@apollon.org.uk
Peterhouse Capital Limited (Corporate Adviser)
Tel: +44 207 220 9795
Guy Miller gm@peterhousecapital.com
BlytheRay (Financial PR/IR-London)
Tel: +44 207 138 3204
Tim Blythe/Megan Ray apollon@blytheray.com
About Apollon Formularies and Apollon Formularies Jamaica
Apollon Formularies plc is an international medical cannabis company
headquartered in the United Kingdom. Apollon Formularies Jamaica Limited is a
pharmaceutical company incorporated and operating in the Commonwealth of
Jamaica. Apollon Jamaica is licensed by the Jamaican government's Cannabis
Licensing Authority (CLA) to cultivate, perform research and development,
process, and sell medical cannabis therapeutic products that include legal
medical cannabis to treat various illnesses under medical supervision. Apollon
and Apollon Jamaica are parties to a Commitment Agreement whereby Apollon is
entitled to 95% of Apollon Jamaica's Net Profits, and per a Stock Pledge
Agreement that includes Stephen D. Barnhill, M.D., Apollon is to be assigned the
entire 49% equity interest of Apollon Jamaica held by Dr. Barnhill, which is the
maximum interest in a medical cannabis company allowed to be held by a non
-Jamaican, upon the CLA approving the assignment.
This information was brought to you by Cision http://news.cision.com
END
(END) Dow Jones Newswires
September 19, 2023 04:18 ET (08:18 GMT)
Apollon Formularies (AQSE:APOL)
Historical Stock Chart
From May 2024 to Jun 2024
Apollon Formularies (AQSE:APOL)
Historical Stock Chart
From Jun 2023 to Jun 2024