SYDNEY: Azure Health Technology Limited has signed a binding, conditional Memorandum of Understanding (MOU) with Invictus Biopharma Ltd to acquire 100% of the issued capital of Invictus, in return for equity in Azure and the assumption of up to $1.2 million of Invictus’ net liability to creditors and lenders.

It is expected that Azure Health Technology will relist on the Australia Stock Exchange (ASX) after completion of the acquisition and it is expected that on relisting Azure’s shares will be quoted at $0.20 per share.

The shares to be issued to Invictus shareholders will be issued at the same price as the Relisting Price. The first part of the consideration for acquiring all of the issued capital of Invictus is that Azure will issue to the Invictus Shareholders in their respective proportions, up to 35 million fully paid ordinary shares in Azure.

Azure Health will also issue options to subscribe for fully paid ordinary shares ito participants in the existing Invictus employee incentive plan with an exercise price of $0.479 per option.

The second part of the consideration for the acquisition of all of the issued capital in Invictus is the assumption by Azure of up to $1.2 million of Invictus’ net liability to creditors and lenders as at the date of completion of the acquisition.

Completion and the assumption of liability is expected to occur as soon as practicable after the close of the public offer for Azure’s shares or any other later date agreed between the parties.