Cytovia Therapeutics, Inc. entered into a merger agreement to acquire Isleworth Healthcare Acquisition Corp. (NasdaqCM:ISLE) from Isleworth Healthcare Sponsor I, LLC and others in a reverse merger transaction on April 26, 2022. In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Cytovia Class A common stock and Cytovia Class B common stock, issued and outstanding shall be converted into a number of shares of Isleworth common stock, par value $0.0001 equal to the Exchange Ratio, plus the right to receive a pro rata portion of up to 4,000,000 additional shares of Isleworth Common Stock if certain milestone events occur within two years after the closing. All existing Cytovia equity holders will roll the entirety of their equity holdings into the combined company and are expected to hold approximately half of the issued and outstanding equity of the combined company immediately following the closing (assuming no Isleworth shareholders exercise their redemption rights at closing). Concurrently with the execution of the Merger Agreement, Isleworth entered into a subscription agreement with certain investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Isleworth agreed to issue and sell to such investors, immediately prior to the closing under the Merger Agreement, an aggregate of 2,600,000 shares of Isleworth Common Stock for aggregate gross proceeds of $20,000,00. Upon consummation of this combination, Isleworth will be renamed Cytovia Therapeutics, Inc. (the "combined company") and its common stock and warrants are expected to remain listed on NASDAQ under the ticker symbols INKC and INKCW, respectively. The combined company will continue Cytovia's operations and remain focused on developing and manufacturing complementary NK cell and NK engager antibody platforms. Isleworth has agreed to take actions such that, effective immediately after the closing of the Business Combination, Isleworth's board of directors shall consist of seven directors, which directors shall be nominated pursuant to the Merger Agreement, which nominees include two Isleworth designees. Additionally, certain current Cytovia management personnel will join Isleworth as officers of the company and current members of the Cytovia board of directors will join the board of directors of combined company following consummation of the Mergers. The combined company will be led by Daniel Teper, the Co-Founder, Chairman, and Chief Executive Officer of Cytovia.

Transaction is subject to the receipt of the required approval by Isleworth's stockholders, the approval of Cytovia's stockholders, the Registration Statement becoming effective, obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”)), delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, Isleworth shall have at least $5,000,001 of net tangible assets and the fulfillment (or waiver) of other customary closing conditions. Transaction has been unanimously approved by the boards of directors of Cytovia and Isleworth. 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 (assuming no Isleworth stockholders exercise their redemption rights at closing) and $20 million from PIPE financing of new investors, and without considering the proceeds of any additional prospective financing. The Business Combination is expected to close in the third quarter of 2022.

Ralph V. De Martino of ArentFox Schiff LLP acted as legal advisor to Isleworth Healthcare Acquisition Corp. and Isleworth Healthcare Sponsor I, LLC. Josh Kaufman and David Silverman of Cooley LLP acted as legal advisors to Cytovia Therapeutics, Inc. 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.

Cytovia Therapeutics, Inc. cancelled the acquisition of Isleworth Healthcare Acquisition Corp. (NasdaqCM:ISLE) from Isleworth Healthcare Sponsor I, LLC and others in a reverse merger transaction on June 30, 2022. The parties entered into a mutual termination agreement effective immediately. The Termination Agreement is effective immediately, and contains mutual releases and covenants not to sue.