Apollon Formularies Plc Sproutly and Apollon Conclude Due Diligence, Paving Way for Asset Purchase Agreement

 
TIDMAPOL 
 
21 November 2023 
 
APOLLON FORMULARIES PLC 
 
(AQSE: APOL, "Apollon" or the "Company") 
 
Milestone Achieved: Sproutly Canada and Apollon Formularies Conclude Due 
Diligence, Paving the Way for Asset Purchase Agreement Finalization 
 
In a noteworthy development, Sproutly Canada, Inc. (CNSX: SPR, OTC Pink: SRUTF) 
("Sproutly") and Apollon Formularies, plc (AQUIS: APOL) ("Apollon") announce the 
completion of their due diligence of key assets of the companies. This marks a 
significant step forward as the companies set the stage for the finalization of 
the "Asset Purchase" transaction. 
 
Pending the requisite exchange and regulatory approvals, Sproutly is poised to 
acquire all global assets of Apollon. The diligence and efficiency demonstrated 
in the due diligence phase underscores the commitment of both companies to a 
seamless and expeditious completion. 
 
At the heart of this transaction is the consolidation of indispensable 
synergistic assets, intellectual property, and international intellectual 
property licenses. 
 
Apollon, a UK-based international natural biologics drug discovery company, has 
intellectual property assets that are at the forefront of innovation in natural 
therapeutics, integrating cutting-edge artificial intelligence (AI) technology. 
Dedicated to patient well-being, Apollon recently unveiled the successful 
outcomes of third-party pre-clinical testing, affirming the efficacy of their 
oncology products in combating breast cancer and prostate cancer cells. 
 
Specializing in natural cannabinoids, terpenes, and mushroom compounds, 
Apollon's combinatorial formulations, shielded by robust intellectual property 
protection, focus on addressing critical medical challenges. These formulations 
span therapeutics for cancer, inflammatory diseases, and chronic pain. 
 
Apollon has strategically extended its reach by granting exclusive royalty based 
intellectual property licenses and sales agreements to a number international 
partners. This expansion spans key regions, including the US, Canada, Mexico, 
the European Union, with recent extensions to Morocco, Israel, and South Africa. 
 
Sproutly, a pioneering Canadian enterprise, uniquely addresses the development 
of natural products with its Aqueous Phytorecovery Process (APP). Specializing 
in proprietary techniques, Sproutly employs APP to extract premium 
phytonutrients from cannabis and hemp, capturing their complete and proportional 
profiles. What sets APP apart is its ability to yield true water-soluble 
formulations of natural nutrients for medicinal applications and adult use 
consumer products without resorting to artificial chemical or physical 
techniques like nano-emulsification and/or emulsificationof extracted oils. 
 
Terms of the Apollon Asset Sale: 
 
Under the terms of the binding Letter of Intent (LOI),dated September 12, 2023, 
now that the due diligence has been satisfactorily completed by both companies, 
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 share 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 anticipated 
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 nuber 
of shares to be issued to Apollon will increase accordingly. 
 
Dr. Arup Sen, CEO of Sproutly stated "I am delighted to announce the successful 
completion of the due diligence phase with Apollon, marking a significant 
milestone in our journey towards finalizing the Asset Purchase Agreement. This 
progress reflects our shared commitment to efficiency and diligence in 
navigating this transformative transaction. The integration of Apollon's cutting 
-edge AI-based therapeutic formulations development and Sproutly's APP 
technology to produce water soluble phytonutrients presents a unique 
opportunity. This collaboration signifies not just a milestone but a commitment 
to global innovation and diversification of our product portfolio. I look 
forward to working with Dr Stephen Barnhill and his expert team where together, 
we aim to pioneer the development of unique water soluble natural biologic 
products, setting new standards in enhanced bioavailability, innovative consumer 
products for adult use, therapeutic products that use reduced dosage, and 
extended product shelf life." 
 
Stephen D. Barnhill, MD, Chairman and CEO of Apollon expressed "I am thrilled to 
move ahead with the transaction, enabling Sproutly to acquire Apollon's assets. 
The convergence of assets held by both companies is poised to showcase that the 
collective synergy surpasses the sum of individual components. These combined 
assets encompass a spectrum of synergistic drug discovery technologies, pending 
patents, and proprietary intellectual property. We bring to the table successful 
pre-clinical and clinical testing, cutting-edge manufacturing and production 
laboratories, and a network of exclusive royalty-based global licenses and sales 
agreements across numerous countries, promising the potential of substantial 
royalty revenue. Together, we possess the capability to pioneer the development 
of novel combinatorial therapeutic products. Collaborating with Dr. Arup Sen, I 
am enthusiastic about shaping what I believe will be a leading natural biologics 
drug discovery company, focused on creating innovative therapeutic products for 
imminent international distribution and sales." 
 
 
It is important to note that the completion remains contingent upon customary 
closing conditions, as well as exchange and regulatory approvals, and final due 
diligence for the period to the date of transaction completion. Further details 
regarding the transaction and its implications for both companies will be 
disclosed in subsequent updates. 
 
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 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END
(END) Dow Jones Newswires
November 21, 2023 06:51 ET (11:51 GMT)
Apollon Formularies (AQSE:APOL)
Historical Stock Chart
From Mar 2024 to Apr 2024