Enzolytics, Inc. Announces Execution of Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp. and Updates the Progress on the African Project

Rhea-AI Summary

Enzolytics, Inc. (ENZC) has announced a non-binding term sheet with Sagaliam Acquisition Corp. (SAGA) for the sale of its subsidiaries, Biogenysis, Inc. (BGEN) and Virogentics, Inc. (VIRO), valued at $250 million. This agreement, expected to close on May 19, 2023, aims to provide BGEN and VIRO with necessary capital to fund ongoing clinical trials and marketing efforts, particularly for their anti-HIV treatment, ITV-1. The CEO of BGEN highlighted advancements in their AI platform, which plays a vital role in drug discovery. The press release mentions successful production of ITV-1 for distribution to African hospitals. It also notes Sagaliam's efforts to raise additional capital through a private investment in public equities that will further support the subsidiaries.

Positive

• Sale of BGEN and VIRO valued at $250 million, enhancing capital for future developments.
• Successful production of ITV-1 for African hospitals, indicating progress in HIV treatment.
• Sagaliam's planned PIPE could provide additional funding for clinical trials and technology advancement.

Negative

• None.

COLLEGE STATION, TX / ACCESSWIRE / April 17, 2023 / Enzolytics, Inc. (OTC PINK:ENZC) (https://enzolytics.com/).

Enzolytics, Inc. (the "Company" or "ENZC"), a drug development biotech company, and Sagaliam Acquisition Corp. (NASDAQ: SAGA) ("Sagaliam"), a special purpose acquisition company ("SPAC"), announced today, April 17, 2023, they have executed a non-binding term sheet for the sale of Biogenysis, Inc. ("BGEN") and Virogentics, Inc. ("VIRO"), operating subsidiaries of Enzolytics. The value of the transaction is $250,000,000 The definitive agreement is being finalized with an expected closing date of May 19, 2023.

Under the terms of the agreement, BGEN and VIRO will become wholly owned subsidiaries of Sagaliam, currently trading on NASDAQ, and will adopt SAGA Scientific Holdings Corp. as the corporate name.

The transaction, once completed, will provide BGEN and VIRO with significant additional capital to continue their development and expansion of existing and future technology platforms. In addition, Sagaliam expects to raise additional capital through a private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by BGEN and VIRO to pay transaction-related expenses and fund the clinical trials of ITV-1, marketing of IPF Immune™, production of fully human monoclonal antibodies (mAbs) and continued advancement in its proprietary technology involving the application of Artificial Intelligence (AI) in therapeutic discoveries and production.

The Chief Scientific Officer of VIRO, Harry Zhabilov, offered the following update on the production of ITV-1 vials for the Africa initiative and European Medicines Agency ("EMA") permitting progress, "Production of the necessary anti-HIV immunotherapy treatments for use in the hospitals located in Central and Eastern regions of Africa was successfully completed on April 12, 2023, and will be delivered to the hospitals in the coming weeks." With the preliminary results of Toxicology studies of the Company's ITV-1 anti-HIV therapeutic confirming that the therapy is non-toxic and demonstrating the safety of administration of this patented proprietary immunotherapy, VIRO has negotiating a contract with a German company to perform the pharmacokinetics methodology the EMA has required as part of the EMA permitting process. VIRO wishes to recognize the contribution that Dr. Lachezar Ivanov has made in this endeavor."

The CEO of BGEN, Dr. Gaurav Chandra, emphasized the progress being made by the Company using its Artificial Intelligence (AI) platform. "We continue to utilize our disruptive AI platform to identify conserved immutable epitopes on viruses and then produce species-specific monoclonal antibodies targeting those sites. We are advancing in production of multiple monoclonal antibodies against HIV, SARS-CoV-2, and the Feline Leukemia virus. Our AI platform drives the Company's drug discovery and development and executes our strategy to produce multiple therapeutics protected by International Patents. We take pride in strengthening our IP portfolio and protecting the anti-virus therapeutics, their production method, use in diagnostics and prognostics. Our application of Artificial Intelligence to drug formulation and creation is a move ahead of big pharma's monoclonal antibody discovery and development. We recognize that large pharmaceutical companies are now focused more than ever on the significant advantage provided by AI in creating highly successful therapeutics. We continue to engage with large pharma and discuss potential partnerships involving our AI platform."

Enzolytics CEO Charles Cotropia stated, "Enzolytics is focused on accelerating the growth of our clinical products, technology platforms and multiple programs now in progress. This agreement with Sagaliam will allow us to accelerate progress in each of these areas."

Enzolytics, Inc. Overview

Enzolytics, Inc. is a drug development company committed to commercializing its proprietary proteins and monoclonal antibodies to treat debilitating infectious diseases. The Company is advancing multiple therapeutics targeting numerous infectious diseases. One patented and clinically tested compound, ITV-1 (Immune Therapeutic Vaccine-1), is a suspension of Inactivated Pepsin Fraction (IPF), covered by U.S. Patent Nos. 8,066,982 and 7,479,538. Studies have shown it to be effective in treating HIV/AIDS. ITV-1 has also been shown to modulate the immune system.

The Company has proprietary technology for producing fully human monoclonal antibodies (mAbs) against infectious diseases which are currently being employed to produce monoclonal antibody therapeutics for treating the CoronaVirus (SARS-CoV-2), HIV-1 and the Feline Leukemia virus. The Company has also identified conserved epitopes on and has plans to produce mAbs targeting many other viruses, including HIV-2, Influenza A and B, H1N1 influenza, Respiratory syncytial virus (RSV), Small-Pox, Ebola Virus, Tetanus, Diphtheria, HTLV-1/2, Rabies, Herpes zoster, Varicella zoster, Anthrax, Mason-Pfizer monkey virus (MPMV) and Visna virus (VISNA). The Company has also analyzed epitopes of animal viruses and plans to produce mAbs for treating these animal viruses.

Sagaliam Overview

Sagaliam is a SPAC that raised $116.5 million in its initial public offering on December 23, 2021. The current available cash after redemptions is approximately $10 million.

The purchase agreement between ENZC and Sagaliam requires that the sponsor agree not to sell its founder shares for a period of six months after the business combination subject to the provisions of the lock-up agreement. The sponsor believes that this "lock-up" period aligns the interests of the sponsor with those of Sagaliam's investors. As such, with certain limited exceptions, the sponsor expects to continue to be invested in the combined company after the completion of the purchase agreement.

Safe Harbor Statement: This news release contains forward-looking statements that involve risks and uncertainties associated with financial projections, budgets, milestone timelines, clinical development, regulatory approvals, and other risks described by Enzolytics, Inc. from time to time in its periodic reports filed with the SEC. ITV-1 is not approved by the U.S. Food and Drug Administration or by any comparable regulatory agencies elsewhere in the world.

While Enzolytics, Inc. believes that the forward-looking statements and underlying assumptions contained therein are reasonable, any of the assumptions could be inaccurate, including, but not limited to, the ability of Enzolytics to establish the efficacy of its therapeutics in the treatment of any disease or health condition, the development of studies and strategies leading to commercialization of its therapeutics in the United States, the obtaining of funding required to carry out the development plan, the completion of studies and tests on time or at all, and the successful outcome of such studies or tests. Therefore, there can be no assurance that the forward-looking statements included in this release will prove to be accurate.

Such forward-looking statements are based on current expectations. They involve inherent risks and uncertainties, including factors that could delay, divert or change any of the statements made, and cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. These forward-looking statements are made as of the date of this press release. The Company expressly disclaims any intention or obligation to update the forward-looking statements or update the reasons why actual results could differ from those projected in the forward-looking statements.

Company Contact:

Enzolytics, Inc.
1101 Raintree Circle
Allen, Texas 75013
www.enzolytics.com

SOURCE: Enzolytics, Inc.

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FAQ

What is the value of the Enzolytics transaction with Sagaliam?

The transaction is valued at $250 million.

When is the expected closing date for the Enzolytics and Sagaliam agreement?

The expected closing date is May 19, 2023.

What will Sagaliam do with Biogenysis and Virogentics after the acquisition?

BGEN and VIRO will become wholly owned subsidiaries of Sagaliam, which will adopt the name SAGA Scientific Holdings Corp.

What are the plans for ITV-1 after the acquisition?

ITV-1 will continue to undergo clinical trials and marketing efforts, particularly for use in treating HIV.

How will the acquisition impact Enzolytics' future development?

The acquisition is expected to accelerate the growth of Enzolytics' clinical products and technology platforms.