Enzolytics, Inc. Reports Amendment to Non-Binding Term Sheet with the Special Purpose Acquisition Company Sagaliam Acquisition Corp.

Rhea-AI Summary

Enzolytics, Inc. and Sagaliam Acquisition Corp. have amended their non-binding term sheet for the sale of Biogenysis, Inc. and Virogentics Inc. The combined purchase price is now $450,000,000.00, and a Make Whole calculation will ensure the value received by ENZC. BGEN and VIRO will become wholly owned subsidiaries of Sagaliam. The transaction will provide additional capital for BGEN and VIRO to develop their technology platforms. Sagaliam expects to raise additional capital through a PIPE. The funds will be used for clinical trials, production of monoclonal antibodies, and expanding AI capabilities. ENZC shareholders will receive Saga shares as a dividend.

Positive

• The amended non-binding term sheet for the sale of Biogenysis, Inc. and Virogentics Inc. has a combined purchase price of $450,000,000.00.
• BGEN and VIRO will become wholly owned subsidiaries of Sagaliam.
• The transaction will provide additional capital for BGEN and VIRO to develop their technology platforms.
• Sagaliam expects to raise additional capital through a PIPE.
• ENZC shareholders will receive Saga shares as a dividend.

Negative

• None.

COLLEGE STATION, TX / ACCESSWIRE / June 29, 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") (together the "Parties") announced today they have agreed to an amendment to the executed non-binding term sheet for the sale of Biogenysis, Inc. ("BGEN") and Virogentics Inc. ("VIRO"), operating subsidiaries of the Company, amending the combined purchase price to $450,000,000.00. In addition, the Parties have agreed to a Make Whole calculation six months after close to ensure the value to be received by ENZC. The Parties will now focus on completing the business combination agreement as soon as possible.

Under the terms of the agreement, BGEN and VIRO will become wholly owned subsidiaries of Sagaliam, currently trading on NASDAQ.

Once completed, the transaction will provide BGEN and VIRO with significant additional capital to continue developing and expanding their existing and future technology platforms.

Sagaliam expects to raise additional capital through private investment in public equities ("PIPE"). The anticipated capital raise from the PIPE is expected to be primarily used by VIRO to pay transaction-related expenses and fund the clinical trials of it anti-HIV therapeutic ITV-1, complete the African Project and advance marketing of IPF Immune™. The funds are to be used by BGEN to complete the production of and test species-specific monoclonal antibodies (mAbs) for treating COVID-19, HIV, and Feline Leukemia. The funding will significantly enhance BGEN's drug discovery capabilities using its proprietary, cutting-edge Artificial Intelligence (AI) technology and enlarge its IP portfolio while also expanding the AI platform's capabilities to advance health care from that based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.

As soon as the Agreement is finalized, the Parties will file an 8-K providing the details of the purchase of the subsidiaries. It is anticipated that ENZC will dividend to the existing ENZC shareholders the Saga shares received as the purchase price of the subsidiaries. This will occur on the dividend date in accordance with the individual shareholder's percentage ownership of the Company.

"On behalf of the employees and consultants of ENZC who contributed to making this transaction possible, I can confidently say that we are delighted with the progress we have made in reaching this new pinnacle," stated Charles Cotropia, CEO of ENZC.

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 is also implementing its proprietary technology to produce fully human monoclonal antibodies (mAbs) against infectious diseases, including HIV, rabies, influenza A, influenza B, tetanus, and diphtheria. In addition, its proprietary methodology for producing fully human monoclonal antibodies is currently being employed to produce monoclonal antibody therapeutics for treating numerous infectious diseases, including the CoronaVirus (SARS-CoV-2), HTLV-1, HIV and Feline Leukemia.

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 twelve 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 amended purchase price for the sale of Biogenysis, Inc. and Virogentics Inc.?

The amended purchase price is $450,000,000.00.

What will happen to BGEN and VIRO after the transaction?

BGEN and VIRO will become wholly owned subsidiaries of Sagaliam.

How will the transaction benefit BGEN and VIRO?

The transaction will provide additional capital for BGEN and VIRO to develop their technology platforms.

How will Sagaliam raise additional capital?

Sagaliam expects to raise additional capital through a PIPE.

What will ENZC shareholders receive as a dividend?

ENZC shareholders will receive Saga shares as a dividend.