Sagaliam Acquisition Corp. Announces Amendment to Non-Binding Term Sheet with Enzolytics Inc. and Addition of New Board Members
NEW YORK, NY / ACCESSWIRE / June 30, 2023 / Sagaliam Acquisition Corp. (NASDAQ:"SAGAU", "SAGA", "SAGAR") ("we", "us", "our", or the "Company") announced today that it has amended the executed non-binding term sheet for the purchase of Biogenysis, Inc. ("BGEN") and Virogentics Inc. ("VIRO"), operating subsidiaries of Enzolytics Inc. (Pink: ENZC), amending the combined purchase price to $450,000,000.
Sagaliam expects to raise additional capital through a private investment in public equities ("PIPE") transaction. The anticipated capital raise from the PIPE is expected to be used by VIRO to fund the clinical trials of its 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 based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.
Charles Cotropia, CEO of Enzolytics, commented, "I want to thank Barry and the former and new Board Members for this opportunity to address the shareholders of SAGA and ENZC as we strive to successfully complete the sale of BGEN and VIRO to SAGA. This transaction, in my opinion, is good for both shareholder groups and the management teams. The parties will strive to provide additional clarification as the final terms are negotiated. ENZC is considering filing a supplemental information report to provide an example of how this transaction is structured and its impact on the ENZC shareholders. Having shares in both of the public entities will provide us with multiple opportunities going forward."
Barry Kostiner, CEO of Sagaliam, commented, "It is a privilege to work with Mr. Cotropia and the rest of the Enzolytics team. I am passionate about Africa, and look forward to being actively involved in both the capital markets strategy and active engagement with leaders of African medical, government and investment communities. The plan for human trials in Africa are expected to provide a path to therapies at a fraction of the cost of the standard of care therapies currently available. Additionally, we are pleased to announce that Ronnie Richardson, Krystine Miller, and Travis Richardson are joining our Board of Directors. We are committed to working together on documentation and due diligence, and expeditiously moving towards closing for the benefit of all investors."
About Sagaliam Acquisition Corp.
We are a blank check company incorporated under the laws of the State of Delaware on March 31, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Sagaliam intends to continue to pursue the consummation of a business combination with an appropriate target.
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 employed to produce monoclonal antibody therapeutics for numerous infectious diseases, including the CoronaVirus (SARS-CoV-2) and HTLV-1.
Forward Looking Statements
The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, Company's ability to enter into a definitive business combination agreement and Company's ability to obtain the financing necessary to consummate the potential business combination transaction. These statements are based on various assumptions and on the current expectations of Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Company. These forward-looking statements are subject to a number of risks and uncertainties, including: Company's ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction; the risk that the approval of the stockholders of Company for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Company; the amount of redemption requests made by Company's stockholders and the amount of funds remaining in Company's trust account after satisfaction of such requests; those factors discussed in Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading "Risk Factors," and other documents of Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Company presently does not know or that Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Company's expectations, plans or forecasts of future events and views as of the date hereof. Company anticipates that subsequent events and developments will cause Company's assessments to change. However, while Company may elect to update these forward-looking statements at some point in the future, Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Company's assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.
CONTACT INFORMATION:
Sagaliam Acquisition Corp.
Barry Kostiner, Chief Executive Officer
bkostiner@fintecham.com
SOURCE: Sagaliam Acquisition Corp.
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