Toronto, Ontario--(Newsfile Corp. - December 5, 2025) - Apolo V Acquisition Corp. (TSXV: AFV.P) ("Apolo") and TelyRx, Inc. ("TelyRx"), a vertically integrated technology enabled healthcare and pharmacy services company, are pleased to announce that they have entered into a non-binding letter of intent dated December 5, 2025, which outlines the principle terms and conditions pursuant to which Apolo and TelyRx will complete a transaction that will result in a reverse take-over of Apolo by TelyRx (the "Proposed Transaction"). The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute Apolo's "Qualifying Transaction" (as such term is defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual).
TelyRx
TelyRx is a U.S. vertically integrated, technology-enabled healthcare and pharmacy services company operating a secure digital pharmacy platform at TelyRx.com. The platform connects patients nationwide with independent, state-licensed physicians for convenient access to everyday prescriptions. TelyRx's licensed pharmacies, TelyRx, LLC in Clearwater, Florida, and TelyRx Dallas, LLC in Irving, Texas, dispense exclusively FDA-approved medications sourced from verified U.S. wholesalers. Today, TelyRx provides more than 350 medications and serves over 97% of the U.S. population through its streamlined, affordable care model. For more information, visit TelyRx.com.
"As we take TelyRx public, we're advancing a simple but powerful mission: to make access to everyday prescription medication safer, faster, and more transparent," said Vanessa Slowey, CEO of TelyRx. "TelyRx was founded by healthcare industry veterans, which is why, from day one, we've prioritized compliance, clinical integrity, and patient trust. Our risk-curated formulary of FDA-approved medications, our nationwide network of independent licensed providers, and our intuitive, patient-first platform all work in concert to deliver a seamless care experience."
Proposed Transaction Summary
The Proposed Transaction is expected to be structured such that a wholly-owned subsidiary of Apolo will merge with and into TelyRx (the "Combination"), with TelyRx being the surviving company. Pursuant to the Combination, holders of shares of common stock in the capital of TelyRx (each a "TelyRx Share") will receive subordinate voting and/or proportionate voting shares in the capital of Apolo at an exchange ratio to be determined. It is anticipated that in connection with the Proposed Transaction, Apolo will complete a capital restructuring to reclassify its common shares (the "Apolo Shares") into subordinate voting shares, which will be the listed securities, and create a second class of proportionate voting shares (the "Capital Restructuring").
In order to align the value of the Apolo Shares with the value per TelyRx Share at which the Proposed Transaction and the Concurrent Financing (as defined below) will be completed, it is anticipated that Apolo will consolidate the Apolo Shares on a basis to be determined following determination of the terms of the Concurrent Financing (the "Consolidation"), provided that each Apolo Share shall have a deemed price of $0.15 per share on a pre-Consolidation basis.
Upon completion of the Proposed Transaction, the entity resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business of TelyRx. Pursuant to the terms of the Proposed Transaction, Apolo intends to change its name to "TelyRx Holdings Inc." or such other name as is mutually agreed between Apolo and TelyRx and acceptable to applicable regulators (the "Name Change"). Further, it is proposed that the if the Proposed Transaction is completed, the board of directors of the Resulting Issuer will consist of up to six directors (the "New Directors"), each of whom will be nominated by TelyRx. The executive officers of the Resulting Issuer will be determined by TelyRx and will include TelyRx's current Chief Executive Officer, Vanessa Slowey, Chief Financial Officer, John Cascio and Secretary and General Counsel, John Eustice. The New Directors will be put forth and nominated at a meeting of Apolo's shareholders to be held prior to the completion of the Proposed Transaction.
The Proposed Transaction is subject to the parties successfully entering into a definitive agreement in respect of the Proposed Transaction on or before January 9, 2026, or such other date as TelyRx and Apolo may mutually agree. Completion of the Proposed Transaction is also subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSX Venture Exchange ("TSXV") approval and the completion of a concurrent financing in an amount and on terms satisfactory to TelyRx, as further described below.
Shareholder Meetings
In connection with the Proposed Transaction, Apolo will convene a meeting of its shareholders for the purpose of approving, among other matters, the Consolidation, the Name Change, the Capital Restructuring, the auditor of the Resulting Issuer, a new equity incentive plan and the election of the New Directors to replace the current directors of Apolo immediately following the completion of the Proposed Transaction. TelyRx will convene a meeting of its shareholders or seek written approval of shareholders in respect of the Combination and ancillary matters, including a share split on a ratio to be determined in relation to the terms of the Concurrent Financing.
Concurrent Financing
In connection with the Proposed Transaction, TelyRx, or a financing vehicle, intends to complete a fully marketed best efforts private placement of subscription receipts (the "Subscription Receipts"), at a price per Subscription Receipt (the "Issue Price") to be determined in the context of the market, for aggregate gross proceeds of approximately U.S.$40,000,000, with an option granted to the agents to increase the size of the offering to U.S.$46,000,000 (the "Concurrent Financing"). Proceeds of the Concurrent Financing, less certain amounts, will be held in escrow by an escrow agent appointed by Apolo and TelyRx pursuant to the terms of the subscription receipt indenture and will not be released until the satisfaction of the escrow release conditions contained therein. Each Subscription Receipt will, upon satisfaction of the escrow release conditions, ultimately be exchanged for subordinate voting shares of the Resulting Issuer. TelyRx has entered into an engagement agreement with Canaccord Genuity Corp., as lead agent, with respect to the Concurrent Financing.
Capitalization
As at the date of this news release and prior to any share consolidation, Apolo has 27,026,300 common shares and 3,486,630 stock options or warrants, each exercisable to acquire one Apolo Share (on a pre-consolidation basis), issued and outstanding. As at the date hereof, TelyRx has 10,688,411 common shares issued and outstanding and 1,000,000 warrants issued and outstanding.
A filing statement of Apolo will be prepared and filed in accordance with the policies of the TSXV.
Trading in Apolo Shares
Trading in the Apolo Shares will remain halted pending the review of the Proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in the Apolo Shares will not resume prior to the closing of the Proposed Transaction.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
A subsequent news release with respect to the terms of the Concurrent Financing and including a summary of the Resulting Issuer capitalization and certain significant financial information with respect to TelyRx will follow in due course.
Wildeboer Dellelce LLP acts as legal counsel to Apolo. DLA Piper LLP acts as legal counsel to Canaccord Genuity Corp. TelyRx is represented by Fasken Martineau DuMoulin LLP.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Apolo and TelyRx with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction; (ii) the timing for closing and the pricing and size of the Concurrent Financing; and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Apolo and TelyRx's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Apolo and TelyRx believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Apolo and TelyRx and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Apolo and TelyRx have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Apolo and TelyRx do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For further information, please contact:
Em Atkins, Chief Marketing Officer
E-mail: eatkins@telyrx.com
Apolo V Acquisition Corp.
Ryan Roebuck, Director
E-mail: rr@rr1.co
Telephone: 416.361.3121
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277095
SOURCE: Apolo V Acquisition Corp.