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Isleworth Healthcare Acquisition Corp.

Isleworth Healthcare Acquisition Corp.

Jan 21, 2021 by Kristi Marvin

The below-announced combination was terminated on 6/30/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Cytovia Therapeutics, Inc. [TERMINATED on 6/30/22 – LINK]

ENTERPRISE VALUE: $367 million
ANTICIPATED SYMBOL: INKC 

Isleworth Healthcare Acquisition Corp. proposes to combine with Cytovia Therapeutics, Inc.

Cytovia Therapeutics aims to accelerate patient access to transformational cell therapies and immunotherapies, addressing several of the most challenging unmet medical needs in cancer. Cytovia focuses on harnessing the innate immune system by developing complementary and disruptive NK-cell and NK-engager antibody platforms. The company is developing three types of iPSC-derived (or iNK) cells: unedited iNK cells, TALEN® gene-edited iNK cells with improved function and persistence, and TALEN® gene-edited iNK cells with chimeric antigen receptors (CAR-iNKs) to improve tumor-specific targeting. The second complementary cornerstone technology is a quadrivalent multifunctional antibody platform designed to engage natural killer cells by targeting NKp46 using Cytovia’s proprietary Flex-NK™ technology.

These two technology platforms are being used to develop treatments for patients with solid tumors such as HCC and Glioblastoma as well as hematological malignancies such as Refractory Multiple Myeloma.

Cytovia has a strategic partnership with CytoLynx Therapeutics, which is focused on research and development, manufacturing, and commercialization activities in Greater China and beyond.

SUBSEQUENT EVENT – 6/10/22 – LINK

  • On June 7th, 2022, The Company entered into their first amendment to the business combination in which they replace the $50 million as the Minimum Cash Amount with a new definition consisting of the sum of $5 million, plus Isleworth’s transaction expenses and the amount of cash reasonably required for the Surviving Entity to conduct business as a publicly traded corporation for a period of one year following the closing date of the Business Combination or such other amount as may be agreed in writing by Isleworth and Cytovia (the “Amended Minimum Cash Amount”).

SUBSEQUENT EVENT – 5/10/22 – LINK

  • On May 6, 2022, Allen Weiss, Chairman of the board of directors of Isleworth, and Robert Whitehead, Director and Chief Executive Officer of Isleworth, each entered into a Securities Purchase Agreement with Cytovia.
  • The Purchase Agreements provide for Cytovia to sell to each Related Person, a convertible note with a principal amount of $750,000, and warrants to purchase shares of common stock of Cytovia or its successor entity in the event of a reorganization by merger, or similar event or transaction.
  • The aggregate principal amount of the Convertible Notes, taken together, is $1,500,000.
    • The Convertible Notes bear interest at a rate of 6%, which will increase to 8% if the respective note remains outstanding and unconverted at the later of:
      • (i) June 18, 2022 and
      • (ii) termination of the Merger Agreement.
  • Each holder of the Convertible Notes may convert his note into shares of Cytovia common stock in relation to a qualified subsequent financing of Cytovia and at a price per share equal to the price paid in such subsequent financing, subject to a 10% discount.
  • The warrant coverage for the Warrants ranges from 25% to 100% depending on how and when the Convertible Notes are converted or repaid, and the Warrants strike price is equal to 1.15 times the price per share utilized for conversion of the underlying Convertible Notes. The Warrants are exercisable beginning upon the conversion of the Convertible Notes through the fifth anniversary of such conversion.

TRANSACTION

  • The transaction would value the combined company at a pro forma equity value of $602 million, assuming a $10 per share price, no Isleworth stockholder redemptions and no additional financing obtained prior to the closing of the transaction.
  • As a result of the transaction, the combined company would have up to $227 million in gross proceeds from a combination of approximately $207 million in cash held in Isleworth’s trust account
  • The transaction, which has been approved by each of Isleworth’s and Cytovia’s Boards of Directors, is expected to be completed in the third quarter of 2022

isleworth

PIPE

  • The PIPE Investors agreed to subscribe for and purchase an aggregate of 2,600,000 shares of Isleworth Common Stock for aggregate gross proceeds of $20,000,000 ($7.69/Share)

CONVERTIBLE NOTE

  • In connection with the License Amendment, Cytovia and Cellectis entered into a securities purchase agreement pursuant to which Cytovia issued Cellectis a convertible note in the principal amount of $20,000,000
    • The outstanding principal amount of the Convertible Note plus any accrued and unpaid interest or other amounts payable thereunder will automatically convert into shares of Cytovia Common Stock at a per-share price that will result in Cellectis receiving a number of shares of Isleworth Common Stock equal to the Outstanding Amount divided by the lowest price per share paid by any subscriber in the PIPE Financing.
    • Cytovia issued Cellectis a warrant to acquire a number of shares of Isleworth Common Stock equal to 0.35 multiplied by the number of Note Conversion Shares, at an exercise price of $11.50 per share, with each of the Warrant Exercise Shares and the Warrant Exercise Price subject to adjustment pursuant to the terms of the Cellectis SPA and the Convertible Note and Warrant issued thereunder.

EARNOUT

  • Company
    • Cytovia can earn up to 4,000,000 additional shares over a two year period
      • 50% after the share is trading at $15/Share
      • 50% after the share is trading at $20/Share
  • Earnout exchange ratio
    • The Exchange Ratio will be determined by dividing
      • (i) the Cytovia Reference Share Value by
      • (ii) $10 and further dividing by the number of outstanding shares of Cytovia Common Stock on a fully-diluted basis, which excludes shares of Cytovia Common Stock
        • (x) issuable upon conversion of Cytovia’s convertible instruments, including the Convertible Note, Cytovia Warrants and any financing that Cytovia is permitted to undertake under the Merger Agreement
        • (y) issuable in connection with a certain license agreement by and between Cytovia and Cellectis and
        • (z) issuable upon any Cytovia RSUs or Cytovia Options that, in each case, are not vested as of the Closing.
    • The Cytovia Reference Share Value shall be equal to $300,000,000, plus the aggregate exercise price of outstanding warrants and options to purchase Cytovia Common Stock, minus one-half the value of up to 4,000,000 shares of Isleworth Common Stock (valued at $10 per share) that Isleworth may issue in connection with obtaining financing for the Business Combination.
    • The Sponsor has agreed to forfeit a number of promote shares equal to one-half the aggregate number of Inducement Shares that are issued.

LOCK-UP

  • Sponsor and Company
    • One year after the Closing Date or the share is trading equal to or exceeds $12.00/Share at least 150 days from the closing.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash proceeds from Isleworth’s trust account, together with the proceeds from the PIPE Financing, equaling no less than $50,000,000

NOTABLE CONDITIONS TO TERMINATION

  • By either Isleworth or Cytovia if the Business Combination is not consummated by December 31, 2022, provided the failure to close by such date is not due to a breach by the terminating party

ADVISORS

  • I-Bankers Securities, Inc. is serving as capital markets advisor and placement agent to Isleworth.
  • Truist Securities is acting as financial advisor, placement agent and capital markets advisor to Cytovia.
  • BTIG LLC is acting as capital markets advisor to Cytovia.
  • Cooley LLP is serving as legal advisor to Cytovia.
  • ArentFox Schiff LLP is serving as legal advisor to Isleworth.
  • Goodwin Procter is serving as legal advisor to Truist Securities in its role as placement agent.

MANAGEMENT & BOARD

Executive Officers

Robert Whitehead, 70
Chief Executive Officer and Director

Mr. Whitehead was the co-founder and served as Chief Executive Officer of Sprout Pharmaceuticals, a biopharmaceutical company from 2011to 2014. He served as Chief Operating Officer from 2014 until the Company was sold to Valeant in 2015 for more than $2.5 billion in total upfront and contingent consideration. He led the reacquisition of Sprout in 2017 and currently serves as a member of Sprout’s Board of Directors. Founded in 2011, Sprout obtained the approval of Addyi, the first and only oral approved treatment for hypoactive sexual desire disorder in premenopausal women. The product is marketed today in the United States and Canada. Prior to founding Sprout Pharmaceuticals, Mr. Whitehead co-founded and served as Chief Executive Officer and a director of Slate Pharmaceuticals until Slate’s acquisition by Actient/GTCR in December 2011 for $150 million in total consideration. Prior executive positions include President and Chief Operating Officer of Auxilium Pharmaceuticals, Inc., a publicly traded specialty pharmaceutical company in the fields of urology and men’s health (Auxilium sold to Endo Pharmaceuticals in 2014 for $2.2 billion); Chief Executive Officer of Prestwick Pharmaceuticals, Inc., a specialty pharmaceutical company (acquired by Biovail for $100 million in 2008), Chief Business Officer of ZymoGenetics, Inc., a biopharmaceutical company (acquired by Bristol Myers Squibb for $885 million in 2010); and Chief Operating Officer of Dura Pharmaceuticals and Élan Pharmaceuticals, Inc., which acquired Dura Pharmaceuticals in 2000 for $2 billion. Mr. Whitehead’s investment and capital management expertise includes experience as an early-stage investor, board member and/or advisor to multiple national and international start-up healthcare firms including Lia, IntuiTap, Juno, Renovia, uMethod and several others.

Dan Halvorson, 55
Chief Financial Officer, Executive Vice President, Director

Mr. Halvorson’s previous position was as the Executive Vice President and Chief Financial Officer for Brain Corporation, a San Diego-based robotics and artificial intelligence company, from October 2017 to January 2020. His prior positions include Executive Vice President and Chief Financial Officer for Ingenu, Inc., a pioneer in delivering connectivity exclusively to machines in the Internet of Things space, from July 2016 to August 2017; Executive Vice President and Chief Financial Officer for OneRoof Energy, Inc. from 2013 through May 2016; and as Executive Vice President-Operations and Chief Financial Officer for DivX, Inc. from 2007 until its acquisition by Sonic Solutions in late 2010. Before joining DivX, Mr. Halvorson worked at Novatel Wireless, Inc. (now Inseego, NASDAQ: INSG) from 2000 to 2007, and from 2004 to 2007 as its Chief Financial Officer, during a significant five-year period (2003-2007) resulting in an increase from $33M to over $400M revenue growth and a significant increase in market capitalization. He was Director of Finance for Dura Pharmaceuticals, Inc. from 1998 to 2000 (acquired by Elan Pharmaceuticals for $2 Billion) and Director of Finance for Alliance Pharmaceutical Corp. from 1996 to 1998. Mr. Halvorson served various clients in multiple industries and from 1988 to 1994, Mr. Halvorson was with Deloitte & Touche LLC, and subsequently, with PricewaterhouseCoopers LLP from 1994 until he joined Alliance Pharmaceutical Corp. in 1996. Mr. Halvorson served as a Board Member and Audit Committee Chair for Superconductor Technologies, Inc. (NASDAQ:SCON) from 2014 to 2017. He is a Certified Public Accountant (inactive) and holds a B.S. in Business Administration and Accounting from San Diego State University.

Board of Directors

Allen Weiss, 66
Chairman

From 1972 to 2011, Mr. Weiss had a career at Disney in various roles. From 1994 to 2003, Mr. Weiss served as President of Walt Disney World and from 2003 to 2011 served as the President of World Wide Operations for Disney’s $10 billion / 95,000 employee Walt Disney Parks and Resorts business. Mr. Weiss was responsible for the company’s theme parks and resorts including the Walt Disney World Resort, Disneyland Resort, and Disneyland Resort Paris, Disney Cruise Line, Disney Vacation Club, “Adventures by Disney,” and the line-of-business responsibility for Hong Kong Disneyland Resort and Tokyo Disney Resort. Mr. Weiss began his Disney career overseeing cash control on Main Street and rose through the ranks to President, Worldwide Operations, for Walt Disney Parks and Resorts. His vision and results-focused leadership contributed to the significant growth of top-line revenue and expanded margins in a thoughtful and strategic way while protecting the Disney brand, Cast, and overall guest experience. During his tenure as President, Mr. Weiss directed the largest resort expansion in Walt Disney World history, resulting in double-digit percentage revenue growth, seven consecutive years of record revenues and higher profits. Leading the organization through one of the toughest recessions the world has faced, Mr. Weiss positioned the organization for major growth while significantly reducing the downturn in revenue which was occurring throughout the theme park industry. Since November 2011, Mr. Weiss has been a partner in Apollo Capital Management. Mr. Weiss is involved in company analyses to support potential acquisitions and management. During his time at Apollo Capital, he had direct involvement in the acquisition of Chuck E. Cheese Entertainment in 2014 and served on their Board of Directors until December 2020. Mr. Weiss was also engaged in the acquisition and negotiations for the sale of Great Wolf Resorts where he subsequently became Chairman of the Board of Directors for Great Wolf and later Executive Chairman. Mr. Weiss was also involved in the acquisition of Diamond Resorts International, which closed in September 2016, and ClubCorp. Mr. Weiss has served on the Alticor (Amway) Board of Directors since 2012, and Diamond Resorts International Board of Directors since 2014. He served on the Metro Orlando Economic Development Commission Governor’s Council from 2004 to 2007, was a National Board Member of the Sanford-Burnham Medical Research Institute and was appointed by the U.S. Commerce Secretary as a founding member to the Corporation for Travel Promotion Board of Directors. He was named “Most Influential Businessman in Central Florida” by the Orlando Business Journal in 2005.

Vipul Patel, 58
Independent Director

Dr. Patel is board certified by the American Urological Association and has served as the medical director of the Global Robotics Institute at Advent Health Celebration since January 2008 and medical director of the Advent Health Cancer Institute Urologic Oncology Program since January 2008. He is a professor of Urology at the University of Central Florida College of Medicine in Orlando, Florida, and a clinical associate professor of Urology at Nova Southeastern University, also in Orlando. Dr. Patel serves as an honorary professor at the University of Milan, Korea University and Ricardo Palma University in Lima, Peru, and was recently made an honorary professor of the Russian Academy of Science. Dr. Patel is the founder of the International Prostate Cancer Foundation and a founding member of the Society of Robotic Surgery. Dr. Patel is also the executive director of the Society of Robotic Surgery that hosted 10,000 surgeons in 2020 and past president of the Florida Urologic Society. He is the editor emeritus of The Journal of Robotic Surgery and editor of the first-ever robotic urology textbook. Leading one of the world’s most experienced robotic surgery teams, Dr. Patel travels around the world to educate physicians and care for patients. Dr. Patel is world-renowned for his contribution to the field of robotic surgery and prostate cancer and is one of the most experienced robotic surgeons in the world having personally performed over 14,000 robotic prostatectomies for the treatment of prostate cancer. His developed techniques in robotic surgery have translated to the improvement in patient care and outcomes. In addition, Dr. Patel’s innovations have helped to improve cancer treatment and return of early urinary continence and sexual function. His contributions have been recognized worldwide through publications, professorships and training courses. Dr. Patel completed his medical school education at Baylor College of Medicine in Houston, Texas. He then completed his residency and fellowship training at the University of Miami in Florida.

Marc Kozin, 59 [Resigned 9/8/21]
Independent Director 

Mr. Kozin is a professional Board Member, having served on over a dozen Boards in a variety of roles and on all committees. He has experience as Chair, Vice Chair, Lead Independent Director and Committee Chairs. Previously, Mr. Kozin was a career strategy consultant, having served as President of L.E.K. Consulting’s North American practice from 1997 to 2012. He began his career at L.E.K. in 1987 by helping establish the Boston office. He has over 35 years of experience in corporate and business unit strategy consulting, merger and acquisition advisory services, and value management. He also led the development of L.E.K.’s industry leading life science strategic planning practice. Mr. Kozin currently sits on several Boards. He has served as a director of UFP Technologies (NASDAQ: UFPT) since 2006 where he is lead director. In November, 2020, he joined the Board of Vascular Biogenics (NASDAQ: VBLT) as Vice Chairman. In January 2019, he joined the Board of Dicerna Pharmaceuticals (NASDAQ: DRNA). In January 2013, he joined the Strategy Advisory Board of HealthCare Royalty Partners where he is Chairman. On the non-profit side, he serves on the Board of The Greenlight Fund. Since becoming a professional Board member, Mr. Kozin has also served on the Boards of several companies since sold, including Endocyte (NASDAQ: ECYT), a small molecule targeted therapeutic company sold to Novartis, Dyax (NASDAQ: DYAX), an integrated biotechnology company sold to Shire, OvaScience (NASDAQ: OVAS), a fertility company merged with Millendo Therapeutics and Flex Pharmaceuticals (NASDAQ: FLKS) merged with Salarius Pharmaceuticals. Mr. Kozin has also served on the boards of directors of Frequency Therapeutics, Brandwise, Inc., Lynx Therapeutics, Inc., Assurance Medical, Inc., Medical Simulation Corporation, Advizex, and CrunchTime! Information Systems. Mr. Kozin was also on the Board of Governors at New England Medical Center and the Board of DukeEngage. Mr. Kozin received his B.A. with Distinction, Magna Cum Laude, in Economics from Duke University in 1983. He was awarded an M.B.A. with Distinction from The Wharton School, University of Pennsylvania in 1987.

W. Robert Dahl, 64
Independent Director 

Since 2006, Mr. Dahl has been a private investor, focusing on providing growth capital to private companies. Previously, he was the co-founder and Chief Operating Officer of Arrowhawk Capital Partners, an investment company from 2008 to 2011, and the Vice President of Strategic Business Development and Vice Chairman of the Board of Directors of Golden Pond Healthcare, Inc. from 2008 to 2010. From 1999 until 2006, Mr. Dahl served as the head of Global Healthcare for the Carlyle Group, a leading private equity firm, where he was responsible for the firm’s investments in the healthcare field. Prior to Carlyle, Mr. Dahl served as co-head of healthcare investment banking in North America at Credit Suisse First Boston. Mr. Dahl is a director of several private companies. Mr. Dahl received a BA from Middlebury College and an MBA with high distinction from the Harvard Business School.

Michelle McKenna, 55
Independent Director 

Since 2012, Ms. McKenna has been responsible for the NFL’s technology strategy, shared service delivery and management of the league’s technology activities including all game day technologies. She most recently was responsible for the league’s technology response to COVID-19 by implementing extensive contact tracing, testing, and reporting across the league, as well as the league’s first ever virtual draft. She is executive sponsor of the league’s WIN — Women’s Network and was awarded a Game Changer Award by Sports Business Journal. Forty Over Forty — Women to Watch named her as one of the top 40 women in business, and CIO of the Year by Orbie 2020. Ms. McKenna is an experienced public board member who has significant experience in M&A, technology and early stage companies. She served on the board of Insperity, Inc. (NSP) from 2015-2017 and currently serves on the public boards of Ring Central, Inc. (RNG) and Quotient Ltd. (QUOT). Ms. McKenna joined the NFL from Constellation Energy in Baltimore, Maryland where she was the Chief Information Officer. At Constellation she led the acquisition of competitive energy businesses and the ultimate merger with Exelon. In this capacity she served as a board advisor and worked closely with the Chairman and CEO. Prior to joining Constellation Energy, Ms. McKenna was President of Vision Interactive Media Group, where she was responsible for marketing, technology, business development, operations and finance. Ms. McKenna has extensive experience in the media and entertainment industry as Senior Vice President and Chief Information Officer at Universal Orlando Resort. In this role, she was responsible for the innovation, oversight and leadership of technology at Universal Orlando Resort, including the launch of The Wizarding World of Harry Potter. Ms. McKenna was also Senior Vice President, CRM & Chief Information Officer at Centex Destination Properties. She had a 13-year career with The Walt Disney Company in a variety of executive positions in Resort Development, Finance, Marketing, Operations and Technology. As Vice President, Information Technology, Ms. McKenna led the company’s largest ever technology investment — Destination Disney, a multi-year company strategic initiative to transform the company’s marketing, sales, on-line, and customer relationship management processes. Prior to Disney, Ms. McKenna held positions at MetLife and Coopers & Lybrand (now PricewaterhouseCoopers). Ms. McKenna is a certified public accountant. She holds a bachelor’s degree in accounting from Auburn University and a master’s degree in business administration from the Crummer Graduate School of Business at Rollins College in Winter Park Florida. She has been a guest on CNN, CNBC, Bloomberg TV, Morning Joe, Good Day New York and is a sought-after speaker on topics of technology, operational change, and women in leadership.

Dr. Monica Reed, — [Appointed 9/8/21]
Independent Director 

There is nothing mentioned about Dr. Reed at this time.

ByKristi Marvin