M&A: Cyclo Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000143774925000188

Comments: On January 3, 2025, Cyclo Therapeutics, Inc. entered into a Seventh Amended and Restated Note Purchase Agreement with Rafael Holdings, Inc., resulting in the issuance of a convertible promissory note in the principal amount of $3,000,000. This agreement amends the prior note agreements, reflecting a history of financing from Rafael, who holds approximately 39.5% of Cyclo's common stock. The note, which matures on February 15, 2025, has a 5% annual interest rate and can be converted into shares of common stock under certain conditions, including an upcoming merger. The merger with Rafael is contingent on approval from shareholders and satisfaction of several conditions as outlined in the associated Merger Agreement.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000143774924038293

Comments: Cyclo Therapeutics, Inc. filed an 8-K report detailing an amendment to the Agreement and Plan of Merger with Rafael Holdings, Inc. The Merger Agreement involves two phases: First, Tandem Therapeutics, Inc. will merge with Cyclo Therapeutics, making it the surviving entity, followed by Cyclo Therapeutics merging into Tandem Therapeutics, LLC, resulting in Tandem Therapeutics, LLC as the final surviving entity. The Merger is contingent upon satisfaction of specific conditions and approval from both companies' stockholders. In addition, the report highlights an amendment that extends the Merger Agreement End Date from December 31, 2024, to February 15, 2025. Furthermore, on December 23, 2024, Rafael notified the Company of its decision to convert $2,500,000 of the outstanding balance of the August Promissory Note into approximately 3,968,254 shares of Cyclo's common stock at a conversion price of $0.63, giving Rafael about 39.5% ownership of the Company's common stock. This document also references previous filings and agreements related to the merger and convertible notes.

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