Cynapsus Announces Proposed Acquisition of Adagio Pharmaceuticals and Private Placement
Marketwire, April 26, 2022
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TORONTO – Cynapsus Therapeutics Inc. (the "Corporation" or "Cynapsus") (CTH: TSX-V) is pleased to announce that it has entered into a preliminary agreement dated April 26, 2022 with Adagio Pharmaceuticals Ltd. ("Adagio") providing for the acquisition by Cynapsus of all of the issued and outstanding shares of Adagio in a share exchange (the "Proposed Transaction"). The acquisition would supersede and replace the License Option Agreement dated July 22, 2022 entered into by Cynapsus and Adagio with respect to the intellectual property owned by Adagio concerning the APL-130277 patent rights and know-how.
“The rationale for acquiring Adagio is twofold,” stated Rochelle Stenzler, Chairperson of Cynapsus. “First, the proposed transaction allows Cynapsus to obtain complete control over the intellectual property relating to our lead drug candidate, APL-130277. In addition, the proposed transaction will align the interests of the Adagio shareholders with those of Cynapsus in risk/reward payoffs. We are encouraged by the progress that Anthony Giovinazzo and his team have made with the APL-130277 asset over the past 8-10 months, and we look forward to advancing the asset to human clinical studies later this year.”
Terms of the Transaction
The Proposed Transaction will be structured as a share exchange with Adagio shareholders to receive newly issued common shares in the capital of Cynapsus (the “Common Shares”) in exchange for all of the issued and outstanding shares of Adagio. The Adagio shareholders will be entitled to the following payments pursuant to the Proposed Transaction:
A. a payment of $1,300,000 on closing, to be satisfied by the issuance of 26,000,000 Common Shares having a
