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Wednesday, 12/06/2017 5:45:52 AM

Wednesday, December 06, 2017 5:45:52 AM

Post# of 824
I'm reading the latest news. Trying to compare what changed. DD on ELOXX due but off to work..
..This was the news before the news..

On May 31, 2017, the Company entered into an agreement (the “Agreement”), which was amended on August 1, 2017, with Sevion Acquisition Co. Ltd., an Israeli company and the Company’s wholly-owned subsidiary (“Acquisition Subsidiary”), and Eloxx Pharmaceuticals Ltd., an Israeli company (“Eloxx”), pursuant to which Eloxx will merge with and into Acquisition Subsidiary, with Eloxx surviving as the Company’s wholly-owned subsidiary (the “Transaction”). Consummation of the Transaction is subject to certain closing conditions, including, among other things: (i) approval of the Transaction by the stockholders of Eloxx; (ii) the successful consummation of separate equity financings resulting in cash investments in the Company’s business and Eloxx of no less than $12,000,000 each (the ”Financing Covenant”); (iii) the entering into a lockup agreement and registration rights agreement by and among the Company, certain of the Company’s shareholders and certain holders of Registrable Securities (as defined in the Agreement); (iv) the use by the Company of reasonable best efforts to up-list its Common Stock to The Nasdaq Capital Market; (v) delivery to Eloxx of executed resignation letters by each of the Company’s directors and officers, with an effective date to be as agreed upon by the Company and Eloxx; (vi) the adoption by the Company of an amendment to its certificate of incorporation to change its corporate name to Eloxx Pharmaceuticals, Inc.; and (vii) conversion of all of the Company’s issued and outstanding shares of preferred stock into shares of its Common Stock. Pursuant to the Agreement, the Transaction must close, if it closes, on or prior to December 31, 2017.

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