GIO World Well being Ltd, a Main Stem Cell Life Science Firm, Declares Plans to Go Public through Enterprise Mixture with Apeiron Capital Funding Corp.
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GIO World Well being Ltd (“GIO World Well being”) has entered right into a enterprise mixture settlement with Apeiron Capital Funding Corp (APNC).
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The post-closing mixed public firm, which can be named GIO World Well being Holdings, Inc., values GIO World Well being within the proposed transaction at a pre-money enterprise worth of $250 million.
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Present GIO World Well being shareholders will retain 100% of their fairness within the post-closing mixed public firm and can proceed to personal roughly 80.83% of the post-closing mixed public firm on a professional forma foundation, assuming no redemptions by Apeiron Capital’s public shareholders, and that every one GIO World Well being shareholders take part within the transaction.
BOSTON, MA and SAN DIEGO, CA , March 08, 2023 (GLOBE NEWSWIRE) — GIO World Well being, a lately shaped firm targeted on stem cell analysis and growth, and Apeiron Capital Funding Corp. (“Apeiron Capital”) (OTC: APNC), a publicly traded particular function acquisition firm, at the moment introduced that they’ve entered right into a definitive enterprise mixture settlement (the “BCA”) to convey GIO World Well being public with a view to convey its proprietary stem cell therapies to market, and different stem cell based mostly merchandise for international consumption. The events intend that on the closing of the proposed transaction (the “Closing”), Apeiron Capital widespread inventory can be listed on both the New York Inventory Trade or NASDAQ, and Apeiron Capital can be renamed “GIO World Well being Holdings, Inc.”.
GIO World Well being, was based in 2021 by Dr. Anand Srivastava and Deven Patel, completed professionals who’ve operated within the stem cell analysis and growth discipline for over 20 years. Starting within the late 1990’s, Dr. Anand Srivastava has been pursuing pioneering stem cell analysis and potential purposes at among the main educational universities world wide. He has printed extensively in high educational journals and has acquired quite a few awards recognizing him for his contributions to the sciences.
GIO World Well being is a stem cell-based life science firm with plans to distribute selective services and products globally, and might also pursue FDA approval for extra superior therapies. GIO World Well being is planning to mass produce the Crimson Blood Cells (RBCs) from stem cells in a bioreactor to unravel the blood scarcity drawback. Moreover, in addition they plan to supply proprietary stem cell-based therapies by their Longevity (“Anti-Growing older”) clinics, that are anticipated to begin within the second half of 2023 with persevering with growth efforts in subsequent years. The clinics will focus initially on focused non-U.S. areas and make the most of the position of stem cells in anti-aging therapies. GIO World Well being senior administration have an intensive observe file of getting offered anti-aging therapies to sufferers exterior of the U.S. Enlargement to non-U.S. areas is meant to make the most of native companions to assist expedite company progress. One other stream of income is predicted from GIO World Well being’s “Lively Cosmetics” line of merchandise that leverage their stem cell know-how. GIO World Well being will supply a spread of skincare merchandise that can assist enhance vascularization to pores and skin and therapeutic of inflammation-injured cells. Their merchandise will focus initially on the “Lively Cosmetics” class together with: anti-wrinkle, facial serum, daytime pores and skin cream, below eye anti-wrinkle serum, high-end cream and hair vitality formulation. GIO World Well being intends to hunt strategic partnerships to assist streamline product branding and distribution. GIO World Well being additionally at present expects to have a income stream sooner or later to be derived from the event of an economical disease-free common donor (O detrimental) different to donor blood.
The GIO World Well being group will proceed to be led below its extremely skilled management of Dr. Anand Srivastava, Ph.D. and Mr. Deven Patel, who will turn out to be govt officers of the post-Closing public firm on the Closing.
Administration Feedback
Deven Patel, Chief Government Officer of GIO World Well being mentioned: “We’re delighted to accomplice with Apeiron Capital on this enterprise mixture, a major milestone towards creating worth for our shareholders. This enterprise mixture and entry into the general public markets will enable us entry to a a lot bigger pool of capital and enhance our international profile for a number of medical trials. We imagine that this Transaction will put us able to rapidly develop in what we see as a $100+ billion business within the U.S. and international market that’s projected to develop at a ten+% CAGR.”
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Joel Shulman, Chief Government Officer of Apeiron Capital mentioned: “We’re more than happy to assist GIO World Well being in its transition to the general public markets the place our mixed contributions have the flexibility to speed up worth for our shareholders. GIO World Well being founders impressed us with their proprietary analysis and sensible options in excessive progress markets. This chance supplies a sequence of potential income streams together with Longevity Clinics and Lively Cosmetics that ought to begin to present accretive revenues within the first 12 months. Moreover, its administration has proprietary experience in creating an economical disease-free, common donor (O detrimental) different to donor blood that may probably assist revolutionize the style by which clear blood is produced within the lab and distributed all through the world. GIO World Well being’s administration has an intensive historical past of proprietary analysis and sensible options. We imagine that GIO World Well being is well-positioned to seize the numerous alternatives within the HealthCare business, and we sit up for seeing the corporate develop and thrive within the public markets.
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Transaction Overview
Underneath the BCA, Apeiron Capital will purchase shares of GIO World Well being from its present shareholders in trade for newly issued widespread shares of Apeiron Capital (the “
Transaction
”). GIO shareholders holding roughly 98.7% of its excellent shares have signed on to promote their shares to Apeiron Capital below the BCA, and the events intend to have the remaining GIO shareholders take part within the Transaction previous to the Closing. Underneath the phrases of the BCA, GIO World Well being is valued at a pre-money enterprise worth of $250 million.
Upon the Closing, present GIO World Well being shareholders will retain 100% of their fairness by new widespread shares of Apeiron Capital and personal roughly 80.83% of the post-closing mixed public firm on the Closing, in every case assuming no redemptions by Apeiron Capital’s public shareholders. and that every one GIO World Well being shareholders take part within the Transaction.
The Transaction is predicted to shut within the second half of 2023 and is topic to approval by Apeiron Capital’s shareholders and different customary closing circumstances.
Advisors
TAG Companions Ltd. is serving because the capital markets and monetary advisor to GIO World Well being. Ellenoff Grossman & Schole LLP is serving as authorized advisor to Apeiron Capital, and Winston & Strawn LLP is serving as authorized advisor to GIO World Well being.
About GIO World Well being
GIO World Well being is a life sciences firm that engages within the enterprise of stem cell-based applied sciences, and plans to supply services and products all through the world. Its mission is to make the world a more healthy place by offering stem cell remedy and leveraging stem cell science and know-how.
About Apeiron Capital
Apeiron Capital is a particular function acquisition firm shaped for the aim of effecting a merger, share trade, asset acquisition, share buy, recapitalization, reorganization, or related enterprise mixture with a number of companies. Whereas Apeiron Capital could pursue an acquisition alternative in any business or sector, it targeted its search on firms within the monetary know-how, Healthcare and Well being Science sectors. Apeiron Capital is led by Chief Government Officer Joel Shulman, Chief Working Officer Eva Adosoglou and Chief Monetary Officer Grant Grigorian. Apeiron Capital’s unbiased administrators embrace Jeffrey Mortimer, Kevin Cramton, and Charles Aggouras.
Ahead-Trying Statements
This press launch consists of “forward-looking statements” throughout the that means of throughout the that means of the “secure harbor” provisions of the US Personal Securities Litigation Reform Act of 1995. Statements relating to Apeiron Capital and GIO World Well being’s expectations with respect to anticipated monetary impacts of the proposed Transaction, the timing of the completion of the proposed Transaction, GIO World Well being’s projected monetary and operational efficiency, new product choices that GIO World Well being could introduce, and associated issues, in addition to all different statements aside from statements of historic truth included on this press launch, are forward-looking statements. When used on this press launch, phrases similar to “anticipate,” “imagine,” “proceed,” “may,” “estimate,” “count on,” “intend,” “could,” “may,” “plan,” “doable,” “potential,” “predict,” “challenge,” “ought to,” “would” and related expressions, as they relate to Apeiron Capital or GIO World Well being’s administration staff, determine forward-looking statements. Such forward-looking statements are based mostly on the beliefs of administration, in addition to assumptions made by, and data at present out there to, Apeiron Capital’s and GIO World Well being’s administration. Precise outcomes may differ materially from these contemplated by the forward-looking statements because of sure elements detailed in Apeiron Capital’s filings with the Securities and Trade Fee (“SEC”). Most of those elements are exterior the management of Apeiron Capital and are tough to foretell. Along with elements disclosed in Apeiron Capital filings with the SEC, the next elements, amongst others, may trigger precise outcomes and the timing of occasions to vary materially from the anticipated outcomes or different expectations expressed within the forward-looking statements: the danger that the Transaction will not be accomplished in a well timed method or in any respect, which can adversely have an effect on the value of the securities of Apeiron Capital; the danger that the Transaction will not be accomplished by Apeiron Capital’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline if sought by Apeiron Capital; incapacity to satisfy the closing circumstances to the Transaction, together with the prevalence of any occasion, change, authorized proceedings instituted in opposition to GIO World Well being or in opposition to Apeiron Capital associated to the BCA or the administration staff, or different circumstances that would give rise to the termination of the BCA; the lack to finish the Transaction contemplated by the BCA as a result of failure to acquire approval of Apeiron Capital’s shareholders; the failure to record Apeiron Capital’s widespread shares or different securities on a nationwide inventory trade in reference to the consummation of the contemplated Transaction; prices associated to the Transaction and the failure to comprehend anticipated advantages of the Transaction or to comprehend estimated professional forma outcomes and underlying assumptions, together with with respect to estimated shareholder redemptions; a delay or failure to comprehend the anticipated advantages from the proposed Transaction together with GIO World Well being’s skill to successfully develop and efficiently market new merchandise, options and providers, and to successfully handle value reductions and different modifications in its business; dangers associated to disruption of administration’s time from ongoing enterprise operations as a result of proposed Transaction; modifications within the markets by which GIO World Well being competes, together with with respect to its aggressive panorama, know-how evolution or the affect of regulatory modifications on options, providers, labor issues, worldwide financial, political, authorized, compliance and enterprise elements; developments and uncertainties in home and international commerce insurance policies and rules, and different rules which can trigger contractions or have an effect on progress charges and cyclicality of markets GIO World Well being serves; disruptions regarding battle, terrorism, widespread protests and civil unrest, man-made and pure disasters, public well being points and different occasions; modifications in home and international normal financial circumstances; danger that GIO World Well being could not have the ability to execute its progress methods; safety breaches or different disruptions of GIO World Well being data know-how methods or violations of information privateness legal guidelines; dangers associated to the continued COVID-19 pandemic and response, together with new variants of the virus; the tempo of restoration within the markets by which GIO World Well being operates; international provide chain disruptions and potential staffing shortages at potential clients which can have a trickle- down impact on GIO World Well being; the danger that GIO World Well being could not have the ability to develop and keep efficient inner controls; modifications in rates of interest; elevated competitors and the flexibility to generate adequate money to satisfy obligations; lack of sure key officers; lack of continued relationships with clients or bus operators; and Apeiron Capital’s success at managing the foregoing objects. The forward-looking statements are based mostly upon administration’s beliefs and assumptions; and different dangers and uncertainties to be recognized within the Type S-4 registration/proxy assertion (when out there) regarding the Transaction, together with these below “Threat Components” therein, and in different filings with the SEC made by Apeiron Capital. Every of Apeiron Capital and GIO World Well being undertake no obligation to replace these statements for revisions or modifications after the date of this press launch besides as required by regulation.
Further Data and The place to Discover It
In reference to the proposed Transaction, Apeiron intends to file a Registration Assertion on Type S-4 (the “Registration Assertion”) with the SEC, which can embrace a preliminary prospectus with respect to its securities to be issued in reference to the Transaction and a preliminary proxy assertion with respect to Apeiron Capital’s shareholder assembly at which Apeiron Capital’s shareholders can be requested to vote on the proposed Transaction. Every of Apeiron Capital and GIO World Well being urge buyers, shareholders, and different individuals to learn, when out there, the Registration Assertion, together with the proxy assertion/prospectus, any amendments thereto, and every other paperwork filed with the SEC, earlier than making any voting or funding choice as a result of these paperwork will comprise necessary details about the proposed Transaction. After the Registration Assertion has been filed and declared efficient, Apeiron Capital will mail the definitive proxy assertion/prospectus to shareholders of Apeiron Capital as of a file date to be established for voting on the Transaction. Apeiron Capital’s shareholders will even have the ability to acquire a replica of such paperwork, with out cost, by directing a request to: Apeiron Capital Acquisition Corp, 175 Federal Avenue, Suite 875 Boston, Massachusetts 02110; e-mail: Apeiron [email protected] These paperwork, as soon as out there, will also be obtained, with out cost, on the SEC’s web site www.sec.gov.
Contributors within the Solicitation
Apeiron Capital and its administrators and officers could also be deemed members within the solicitation of proxies of Apeiron Capital’s shareholders in reference to the proposed Transaction. Safety holders could acquire extra detailed data relating to the names, affiliations, and pursuits of sure of Apeiron Capital’s govt officers and administrators within the solicitation by studying Apeiron Capital’s last prospectus filed with the SEC on November 10, 2021, and the Registration Assertion and different related supplies filed with the SEC in reference to the Transaction once they turn out to be out there. Data in regards to the pursuits of Apeiron Capital’s members within the solicitation, which can, in some instances, be completely different from these of their shareholders usually, can be set forth within the Registration Assertion regarding the Transaction when it turns into out there. These paperwork might be obtained freed from cost from the supply indicated above.
GIO World Well being and its administrators and govt officers might also be deemed to be members within the solicitation of proxies from the shareholders of Apeiron Capital in reference to the proposed Transaction. A listing of the names of such administrators and govt officers and data relating to their pursuits within the proposed Transaction can be included within the Registration Assertion for the proposed Transaction.
No Supply or Solicitation
This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase, or the solicitation of any vote or approval in any jurisdiction in reference to the proposed Transaction or any associated transactions, nor shall there be any sale, issuance or switch of securities in any jurisdiction the place, or to any particular person to whom, such supply, solicitation or sale could also be illegal. Any providing of securities or solicitation of votes relating to the proposed transaction can be made solely by way of a proxy assertion/prospectus that complies with relevant guidelines and rules promulgated below the Securities Act of 1933, as amended (the “Securities Act”), and Securities Trade Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not topic to the registration necessities of the Securities Act.
Contact Data
Joel Shulman
Chief Government Officer
Apeiron Capital Acquisition Corp
E-mail: [email protected]
Cellphone: (617) 279-0045
Web site: www.apeironac.com
Deven Patel
Chief Government Officer
GIO World Well being, Restricted
E-mail: [email protected]
Cellphone: (800) 914-7836
Web site: www.gioworldhealth.com
