Appili Therapeutics Announces Third Amendment to Arrangement Agreement and Provides Updated on Transaction with Aditxt

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HALIFAX, Nova Scotia, Aug. 21, 2024 (GLOBE NEWSWIRE) -- Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) (the “Company” or “Appili”), a biopharmaceutical company focused on drug development for infectious diseases and medical countermeasures, announces that it has entered into a third amending agreement (the “Amending Agreement”) among the Company, Aditxt, Inc. (“Aditxt”) and Adivir, Inc. (“Adivir” and together with the Company and Aditxt, the “Parties”) to amend the previously announced arrangement agreement dated April 1, 2024 among the Parties (as amended on July 1, 2024 and July 17, 2024, the “Arrangement Agreement”), pursuant to which Aditxt, through its wholly-owned subsidiary, Adivir, will acquire all of the issued and outstanding Class A common shares of the Company (the “Transaction”). For further information on the Transaction please see the Company’s news releases dated April 2, 2024, July 2, 2024 and July 18, 2024, which are available on the Company’s profile on SEDAR+ at .

Under the Amending Agreement, the Arrangement Agreement was amended to, inter alia: (i) change the Outside Date (as defined in the Arrangement Agreement) from September 30, 2024 to November 19, 2024; (ii) require the Company to convene an annual and special shareholder’s meeting of the Company to consider, among other things, the Continuance (as defined below) as promptly as practicable; (iii) change the deadline to convene a special shareholders’ meeting to consider the Transaction from September 30, 2024 to November 6, 2024; (iv) change the deadline for Aditxt to complete the Financing (as defined in the Arrangement Agreement) from September 15, 2024 to October 18, 2024; and (v) have the completion of the Continuance as a condition to the completion of the Arrangement.

A copy of the Amending Agreement will be available on the Company’s profile on SEDAR+ at .

To address certain regulatory matters relating to the Transaction, as a preliminary matter to consummating the Transaction, the Company will continue from a corporation incorporated under the Canada Business Corporations Act to a corporation incorporated under the Business Corporations Act (Ontario) (the “Continuance”). This will allow the Company to consummate the transaction by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). For further information on the Continuance please see the Company’s management information circular sent to shareholders in connection with the upcoming annual and special shareholder’s meeting to be held on September 17, 2024 which will be made available on the Company’s profile on SEDAR+ at .

Lender Approval

The Company’s senior secured lender, Long Zone Holdings Inc. (“LZH”), has provided certain waivers required pursuant to the terms of the loan agreement between the Company and LZH. In connection with such waivers, Appili has agreed to pay LZH a cash payment equal to $18,000. Additionally, Appili and LZH agreed that Appili could fulfill its prior obligation to issue LZH an aggregate of $18,000 worth of Class A common shares of Appili prior to the closing of the Transaction by way of a cash payment equal to $18,000.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Appili Therapeutics

Appili Therapeutics is an infectious disease biopharmaceutical company that is purposefully built, portfolio-driven, and people-focused to fulfill its mission of solving life-threatening infections. By systematically identifying urgent infections with unmet needs, Appili’s goal is to strategically develop a pipeline of novel therapies to prevent deaths and improve lives. The Company is currently advancing a diverse range of anti-infectives, including an FDA approved ready-made suspension of metronidazole for the treatment of antimicrobial infections, a vaccine candidate to eliminate a serious biological weapon threat, and a topical antiparasitic for the treatment of a disfiguring disease. Led by a proven management team, Appili is at the epicenter of the global fight against infection. For more information, visit .

Forward-Looking Information

This news release contains "forward-looking information", including with respect to the proposed use of proceeds. Wherever possible, words such as “may “, “would”, “could “, “should”, “will,” “anticipate,” “believe,” “plan,” “expect,” “intend,” “estimate,” “potential for” and similar expressions have been used to identify these forward-looking statements. These forward-looking statements reflect the current expectations of the Company’s management for future growth, results of operations, performance and business prospects and opportunities and involve significant known and unknown risks, uncertainties and assumptions, including, without limitation, the timing for shareholder meetings, the closing of the Transaction and those risks listed in the annual information form of the Company dated June 25, 2024 and the other filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at ). Should one or more of these risks or uncertainties materialize or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. The Company disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.

Media Contact:

Jenna McNeil, Corporate Affairs and Communications Manager

Appili Therapeutics

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Investor Relations Contact:

Don Cilla, Pharm.D. M.B.A.

Appili Therapeutics

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