UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2030, 2022

ISLEWORTH HEALTHCARE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40104		86-1216057
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS ~~Employer~~EmployerIdentification ~~Identification~~ Number)

360 Central Avenue, First Central Tower, Suite #800

St. Petersburg, FL 33701

(Address of principal executive offices)

(727) 245-0146

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ISLE	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share	ISLEW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Introductory~~Item ~~Note~~1.01. Entry into a Material Definitive Agreement.

AsThe ~~previously~~information ~~disclosed~~set forth in ~~our~~Item ~~Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2022, Isleworth Healthcare Acquisition Corp~~1.,02 abelow ~~Delaware~~is ~~corporation~~hereby ~~(“Isleworth”),~~incorporated ~~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~~reference ~~among~~into ~~Isleworth,~~this ~~IHAC~~Item ~~First Merger Sub Inc~~1., 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, Inc01., ~~a Delaware corporation (“Cytovia”), and Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company.~~

~~The~~Item Merger Agreement provides for, among other things, the following transactions at the closing: (i) First Merger Sub will merge with and into Cytovia (the “First Merger”), with Cytovia as the surviving company in the First Merger as a wholly-owned subsidiary of Isleworth (the “Surviving Corporation”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger1. ~~In connection with the Mergers, Isleworth will change its name to Cytovia Therapeutics, Inc~~02. ~~The~~Termination ~~Mergers~~of ~~and~~a ~~the~~Material ~~other~~Definitive ~~transactions contemplated by the Merger~~ Agreement ~~are hereinafter referred to as the “Business Combination~~.”

~~The~~As ~~description~~previously ofdisclosed ~~the~~in ~~Merger~~our ~~Agreement~~Current Report on Form 8-K filed with the Securities and Exchange Commission (the ~~transactions~~“SEC”) ~~contemplated~~on ~~thereby~~April 26, ~~contained~~2022, inIsleworth ~~this~~Healthcare ~~Introductory~~Acquisition ~~Note~~Corp. ~~does~~(“Isleworth”), ~~not~~entered ~~purport~~into toan beMerger ~~complete~~Agreement and isPlan ~~subject~~of toReorganization ~~and~~on ~~qualified~~April 26, in2022 ~~its~~(as ~~entirety~~it bymay ~~reference~~be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), ~~which~~by ~~was~~and ~~filed~~among asIsleworth, ~~Exhibit~~IHAC 2First Merger Sub Inc.1, toa Delaware corporation and a direct, wholly-owned subsidiary of Isleworth’s ~~Current~~(“First ~~Report~~Merger onSub”), ~~Form~~IHAC 8Second Merger Sub LLC, a Delaware limited liability company and a direct, wholly-Kowned subsidiary of Isleworth (“Second Merger Sub”), ~~filed~~Cytovia ~~with~~Holdings, ~~the~~Inc., ~~SEC~~a onDelaware ~~April~~corporation 26(“Cytovia”), ~~2022~~and Isleworth Healthcare Sponsor I, LLC (“Sponsor”), a Delaware limited liability company.

~~Item~~On June 7~~.01.~~, ~~Regulation~~2022, FDIsleworth, ~~Disclosure~~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.

OnTermination ~~June~~of ~~20,~~Merger ~~2022,~~Agreement ~~James Priour resigned from his role as Cytovia’s Chief Product Offer.~~

~~The~~On ~~foregoing~~June 30, is2022, ~~being~~Isleworth ~~furnished pursuant to Item 7.01~~ and ~~will~~Cytovia ~~not~~entered beinto ~~deemed~~a toMutual beTermination ~~filed~~Agreement ~~for purposes of Section 18 of the Securities Exchange Act of 1934, as amended~~ (the “~~Exchange~~Termination ~~Act~~Agreement”), orwhich ~~otherwise~~terminated ~~be subject to~~ the ~~liabilities~~Merger ~~of that section~~Agreement, ~~nor~~effective ~~will~~immediately. itThe beTermination ~~deemed~~Agreement tocontained becustomary ~~incorporated~~mutual byreleases ~~reference~~and incovenants ~~any~~not ~~filing~~to ~~under the Securities Act or the Exchange Act~~sue.

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

~~This~~The ~~Current~~foregoing ~~Report~~description ~~relates~~of tothe aTermination ~~proposed~~Agreement ~~business combination between Isleworth and Cytovia. This document~~ does not ~~constitute~~purport ~~an offer~~ to ~~sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there~~ be ~~any~~complete ~~sale~~and ofis ~~securities~~qualified in ~~any~~its ~~jurisdiction~~entirety inby ~~which~~the ~~such~~terms ~~offer,~~and ~~sale~~conditions orof ~~exchange would be unlawful prior to registration or qualification under~~ the ~~securities~~Termination ~~laws of any such jurisdiction. Isleworth intends to file a registration statement on Form S-4 that will include a proxy statement of Isleworth~~Agreement, ~~an information statement of Cytovia and~~ a ~~prospectus~~copy of ~~Isleworth.~~which ~~The~~is ~~proxy~~filed ~~statement/information statement/prospectus will be sent to all Isleworth and Cytovia stockholders~~ as ofExhibit a10.1 ~~record date~~ to bethis ~~established~~Current ~~for~~Report ~~voting~~ on ~~the~~Form ~~proposed~~8-K ~~business combination and the other matters to be voted upon at a meeting of Isleworth stockholders to be held to approve the proposed business combination and other matters~~ (~~the~~this “~~Special~~Current ~~Meeting~~Report”). ~~Isleworth may also file other documents regarding the proposed business combination with the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated ~~(the~~herein ~~“SEC”)~~by reference. ~~After the registration statement on Form S-4 has been filed and declared effective, Isleworth will mail a definitive proxy~~

~~statement~~Item ~~and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination~~8. The definitive proxy statement/information statement/prospectus will contain important information about the proposed business combination and the other matters to be voted upon at the Special Meeting and is not intended to provide the basis for any investment decision or any other decision in respect of such matters01. ~~Before~~Other making any voting decision, investors and security holders of Isleworth and Cytovia are urged to read the registration statement, the proxy statement/information statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combinationEvents.

~~Investors~~On ~~and~~June 30, ~~security holders will be able to obtain free copies of the proxy statement/information statement/prospectus~~2022, ~~and~~Isleworth ~~all~~issued ~~other~~a ~~relevant~~press ~~documents~~release ~~filed~~announcing ~~or that will be filed with~~ the ~~SEC~~termination byof ~~Isleworth, through~~ the ~~website~~Merger ~~maintained by the SEC at www~~Agreement.~~sec.gov,~~ orA bycopy ~~directing~~of athe ~~request~~press torelease ~~Isleworth~~is ~~Healthcare~~filed ~~Acquisition~~herewith ~~Corp.,~~as ~~360~~Exhibit ~~Central Avenue, First Central Tower, Suite #800, St~~99. ~~Petersburg, FL 33701, attention: Dan Halvorson~~1.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Isleworth, Cytovia and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Isleworth stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Isleworth directors and executive officers in Isleworth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 29, 2022. To the extent that holdings of Isleworth securities have changed since the filing of the Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Isleworth stockholders in connection with the proposed transaction will be set forth in the proxy statement/information statement/prospectus for the proposed transaction when available. Information concerning the interests of Isleworth participants in the solicitation, which may, in some cases, be different than those of Isleworth Healthcare Acquisition Corp.’s equity holders generally, will be set forth in the proxy statement/information statement/prospectus relating to the proposed transaction when it becomes available.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law.

Forward Looking Statements

~~This~~Certain ~~Current~~statements ~~Report~~included onin ~~Form~~this ~~8-K~~press ~~contains~~release ~~certain~~that are not historical facts are forward-looking statements ~~within~~for ~~the~~purposes ~~meaning~~ of the ~~federal~~safe ~~securities~~harbor ~~laws~~provisions ~~with~~under ~~respect~~the toUnited ~~the~~States ~~proposed~~Private ~~business~~Securities ~~combination~~Litigation ~~between~~Reform ~~Isleworth~~Act ~~and~~of ~~Cytovia,~~1995. ~~including~~Forward-looking statements ~~regarding~~generally ~~the~~are ~~benefits~~accompanied ofby ~~the~~words ~~proposed~~such ~~business~~as ~~combination~~“believe,” ~~the~~“may,” ~~anticipated~~“will, ~~timing~~“estimate,” of“continue,” ~~the~~anticipate,” ~~proposed~~“intend,” ~~business~~expect,” ~~combination~~“should,” ~~Cytovia’s~~“would,” ~~expectations~~“plan,” ~~regarding~~“predict,” ~~cash~~“potential,” ~~runway~~“seem,” ~~projections~~“seek,” ~~of market opportunity~~“future,” ~~operating results~~“outlook,” ~~debt~~and ~~levels,~~similar ~~potential~~expressions ~~revenues,~~that ~~business~~predict ~~strategies,~~or ~~various~~indicate ~~addressable~~future ~~markets,~~events ~~anticipated~~or trends, ~~industry~~or ~~environment~~that are not statements of historical matters. These statements are based on various assumptions, ~~developments~~whether inor ~~markets~~not identified in ~~which~~this ~~Cytovia~~press ~~operates~~release, and on the ~~initiation,~~current ~~timing,~~expectations ~~progress,~~of ~~scope~~management and ~~results~~are not predictions of ~~Cytovia’s~~actual ~~ongoing~~performance. ~~pre~~These forward-~~clinical~~looking ~~studies,~~statements ~~planned~~are ~~clinical~~not ~~trials~~intended ~~and~~to ~~research~~serve as, and ~~development~~must ~~programs~~not be relied on by an investor as, ~~the~~a ~~timing~~guarantee, ~~availability~~an ~~and~~assurance, ~~presentation~~a prediction, or a definitive statement of ~~pre-clinical~~fact or probability. Actual events and ~~regulatory~~circumstances ~~developments,~~are ~~Cytovia’s~~difficult ~~ability~~or impossible to ~~timely~~predict ~~file~~and will differ from assumptions this press release relies on. Many actual events and ~~obtain~~circumstances ~~approval~~are beyond the control of ~~investigational~~Isleworth. ~~new~~These ~~drug~~forward-looking ~~applications~~statements ~~for~~are ~~its~~subject ~~planned~~to ~~clinical~~a ~~trials,~~number ~~the~~of ~~potential~~risks ~~benefits~~and uncertainties including (i) any changes to accounting methods of ~~Cytovia~~Isleworth; (ii) the risk factors included in this press release; and (iii) those factors discussed in Isleworth’s ~~platforms~~Annual Report on Form 10-K for the year ended December 31, ~~programs~~2021 under the heading “Risk Factors,” and ~~product~~other ~~candidates~~documents Isleworth has filed, or will file, with the ~~development~~Securities and Exchange Commission (the ~~commercial~~“SEC”). ~~potential~~If any of these risks materialize or our assumptions prove incorrect, ~~growth~~actual ~~potential~~results ~~and~~could differ materially from the results implied by these forward-looking statements.

market opportunity for Cytovia’s product candidates, if approved, and the drivers, timing, impact and results thereof, the potential and future results of current and planned collaborations, Cytovia’s ability to obtain and maintain regulatory approval of any of Cytovia’s product candidates, Cytovia’s plans to research, discover and develop additional product candidates, including by leveraging other technologies and expanding into additional indications, Cytovia’s ability to expand its manufacturing capabilities, and to manufacture its product candidates and scale production, Cytovia’s ability to meet certain milestones , and the effects of regulations and Isleworth’s or Cytovia’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “positions,” “enables” and similar expressions (including the negative versions of such words or expressions).

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) changes in domestic and foreign business, market, financial, political, economic and legal conditions; (ii) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Isleworth’s securities; (iii) failure to realize the anticipated benefits of the business combination or to obtain additional financing, including financing it intends to obtain prior to the consummation of the business combination to meet the minimum cash condition contained in the business combination agreement related to the proposed business combination and to fund operations and future product development; (iv) risks relating to the uncertainty of projected information, including Cytovia’s ability to project future capital needs, cash utilization and potential cash inflows, and timing with respect to Cytovia and its product candidates; (v) uncertainties inherent in research and development, including related to safety, progression of and results from its ongoing pre-clinical studies and planned clinical trials candidates; (vi) difficulties arising from Cytovia’s third-party licenses, or supply-chain or manufacturing challenges; (vii) unexpected safety or efficacy data observed during pre-clinical or clinical studies; (viii) the failure of the data from Cytovia’s pre-clinical trials to be indicative in human trials; (ix) the ability of Cytovia to protect its intellectual property rights; (x) trends in the industry, changes in the competitive landscape, and delays or disruptions due to the COVID-19 pandemic, including the risk that the ongoing COVID-19 pandemic and the associated containment efforts may disrupt Cytovia’s business and/or the global healthcare system (including its supply chain) more severely than it has to date or more severely than anticipated; (xi) the effects of competition on Cytovia’s future business and the ability of the combined company to grow and manage growth profitably, maintain relationships with collaborators, manufacturers, suppliers, licensors or strategic partners and retain its management and key employees; (xii) changes in the legal and regulatory framework for the industry or unexpected litigation or disputes and future expenditures; (xiii) the risk that the proposed business combination may not be completed by Isleworth’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Isleworth; (xiv) the failure to satisfy the conditions to the consummation of the proposed business combination in the anticipated manner or on the anticipated timeline, including the approval of the proposed business combination by the stockholders of Isleworth and Cytovia, the satisfaction of the minimum trust account amount following redemptions by Isleworth’s public stockholders and the receipt of certain governmental and regulatory approvals; (xv) the effect of the announcement or pendency of the proposed business combination on Cytovia’s business relationships, performance, and business generally; (xvi) risks that the announcement and consummation of the proposed business combination disrupts current plans and operations of Cytovia and Isleworth and potential difficulties in Cytovia employee retention as a result of the proposed business combination; (xvii) the outcome of any legal proceedings that may be instituted against Isleworth or Cytovia related to the agreement and plan of merger or the proposed business combination; (xviii) the ability to maintain the listing of Isleworth’s securities on the NASDAQ or the combined company’s securities on the NASDAQ or another securities exchange; (xix) the price of Isleworth’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which Cytovia plans to operate, variations in performance across competitors, changes in laws and regulations affecting Cytovia’s business and changes in the combined capital structure; (xx) any changes to accounting methods of Isleworth; and (xxi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in Isleworth’ final proxy statement/information statement contained in the Form S-4 registration statement described above, including those under “Risk Factors” therein, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Isleworth, or that Isleworth files in the future, from time to time with the SEC.

These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither Isleworth nor Cytovia presently knows, or that Isleworth or Cytovia currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Isleworth and Cytovia assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Isleworth and Cytovia anticipate that subsequent events and developments will cause Isleworth’s and Cytovia’s assessments to change. Neither Isleworth nor Cytovia gives any assurance that either Isleworth or Cytovia will achieve its expectations.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
2.1†		Merger Agreement and Plan of Reorganization, dated as of April 26, 2022, by and among Isleworth Healthcare Acquisition Corp., IHAC First Merger Sub Inc., IHAC Second Merger Sub LLC, Cytovia Holdings, Inc., and Isleworth Healthcare Sponsor I, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 26, 2022)
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)

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISLEWORTH HEALTHCARE ACQUISITION CORP.
Date: June 24, 2022	By:	/s/ Dan Halvorson
Date: June 30, 2022	By:	/s/ Dan Halvorson
	Name:	Dan Halvorson
	Title:	~~Board~~Executive ~~Director~~Vice President, ~~EVP~~Chief Financial Officer, & ~~CFO~~Director

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