Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 26, 2022, Isleworth Healthcare Acquisition Corp. ("Isleworth"), entered into an Merger Agreement and Plan of Reorganization on April 26, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Isleworth, IHAC First Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Isleworth ("First Merger Sub"), IHAC Second Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Isleworth ("Second Merger Sub"), Cytovia Holdings, Inc., a Delaware corporation ("Cytovia"), and Isleworth Healthcare Sponsor I, LLC ("Sponsor"), a Delaware limited liability company.

On June 7, 2022, Isleworth, Cytovia, First Merger Sub, Second Merger Sub and Sponsor (together, the "Parties"), entered into the First Amendment (the "First Amendment") to Merger Agreement and Plan of Reorganization, dated April 26, 2022, by and among the Parties.

Termination of Merger Agreement

On June 30, 2022, Isleworth and Cytovia entered into a Mutual Termination Agreement (the "Termination Agreement") which terminated the Merger Agreement, effective immediately. The Termination Agreement contained customary mutual releases and covenants not to sue.

Isleworth is currently assessing whether it should extend its life and the life of the trust maintained for the benefit of its public holders of Common Stock, and seek an alternative business combination.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference.




Item 8.01. Other Events.

On June 30, 2022, Isleworth issued a press release announcing the termination of the Merger Agreement. A copy of the press release is filed herewith as Exhibit 99.1.

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States 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 statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. These forward-looking statements are not intended to serve as, and must not be relied on by an 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 this press release relies on. Many actual events and circumstances are beyond the control of Isleworth. These forward-looking statements are subject to a number of risks and uncertainties including (i) any changes to accounting methods of Isleworth; (ii) the risk factors included in this press release; and (iii) those factors discussed in Isleworth's Annual Report on Form 10-K for the year ended December 31, 2021 under the heading "Risk Factors," and other documents Isleworth has filed, or will file, with the Securities and Exchange Commission (the "SEC"). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.      Description

10.1         Mutual Termination Agreement, dated June 30, 2022

99.1         Press release dated June 30, 2022

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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