ISLE / Isleworth Healthcare Acquisition Corp - Documents déposés auprès de la SEC, rapport annuel, procuration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40104 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant

Isleworth Healthcare Acquisition Corp. Announces Cancellation of Special Meeting of Shareholders, Redemption of Public Shares and Subsequent Dissolution

Exhibit 99.1 Isleworth Healthcare Acquisition Corp. Announces Cancellation of Special Meeting of Shareholders, Redemption of Public Shares and Subsequent Dissolution ST. PETERSBURG, Fla., August 25, 2022 ? Isleworth Healthcare Acquisition Corp. (the ?Company?) (Nasdaq: ISLE; ISLEW) today announced that it has cancelled its special meeting of shareholders that was previously scheduled for August 26

Financial Statements and Exhibits, Other Events

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): August 25, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d382689dpre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 30, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incor

Mutual Termination Agreement, dated June 30, 2022

Exhibit 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this ?Agreement?), dated as of June 30, 2022, is by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (?Isleworth?), and Cytovia Holdings, Inc., a Delaware corporation (?Cytovia?). WHEREAS, the Parties have entered into that certain Merger Agreement and Plan of Reorganization, dated as of April 26

ISLEWORTH AND CYTOVIA TERMINATE MERGER AGREEMENT

Exhibit 99.1 ISLEWORTH AND CYTOVIA TERMINATE MERGER AGREEMENT ST. PETERSBURG, Fla., June 30, 2022 ? Isleworth Healthcare Acquisition Corporation (Nasdaq: ISLE) (?Isleworth?), a special purpose acquisition company, today announced that it has entered into an agreement with Cytovia Holdings, Inc. (?Cytovia?), a biopharmaceutical company empowering natural killer (NK) cells to fight cancer through st

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 20, 2022 ISLEWORTH H

425 1 d320532d425.htm 425 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 20, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or o

Regulation FD Disclosure, Financial Statements and Exhibits

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 20, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incor

First Amendment to Merger Agreement and Plan of Reorganization dated as of June 7, 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.

Exhibit 2.2 FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION This FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION dated as of June 7, 2022 (this ?First Amendment?) is made by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (?Parent?), IHAC First Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (?First Merg

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 7, 2022 ISLEWORTH HE

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 7, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incorp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 7, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incorp

Cytovia Therapeutics presents antitumor activity of its CD38-Targeting Flex-NK™ Cell Engager antibody at EHA 2022 Congress Data supports further development of CYT-338 in relapsed/refractory multiple myeloma

Filed by Isleworth Healthcare Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Isleworth Healthcare Acquisition Corp. Commission File No. 001- 40104 Date: June 10, 2022 Cytovia Therapeutics presents antitumor activity of its CD38-Targeting Flex-NK™ Cell

Cytovia Therapeutics Appoints Luca Scavo as Chief Financial Officer and James Priour as Chief Product Officer

Exhibit 99.1 Cytovia Therapeutics Appoints Luca Scavo as Chief Financial Officer and James Priour as Chief Product Officer AVENTURA, Fla. and NATICK, Mass., June 7, 2022 /PRNewswire/ ? Cytovia Therapeutics, LLC (?Cytovia Therapeutics?), a global biotechnology company focused on empowering natural killer (NK) cells to fight cancer through multispecific antibodies and stem cell engineering, announce

Regulation FD Disclosure, Financial Statements and Exhibits

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 7, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incorp

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 7, 2022 ISLEWORTH HE

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 7, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incorp

Disclaimer Disclaimers This Presentation (“Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities i

BTIG China Biotech Day June 1st, 2022 Exhibit 99.1 Disclaimer Disclaimers This Presentation (?Presentation?) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such in which such offer, solicitation or sale would be unla

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 1, 2022 ISLEWORTH HE

425 1 d269718d425.htm 425 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 1, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or ot

Regulation FD Disclosure, Financial Statements and Exhibits

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 1, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Filed by Isleworth Healthcare Acquisition Corp. pursuant

425 1 d293576d425.htm 425 Filed by Isleworth Healthcare Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Isleworth Healthcare Acquisition Corp. Commission File No. 001-40104 Date: May 18, 2022 Cytovia Therapeutics to Present In Vivo Multiple Myeloma Data of its CD38-Targeting

SEC FILE NUMBER

SEC FILE NUMBER 001-40104 CUSIP NUMBER 46468P 102 46468P 110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): May 6, 2022 ISLEWORTH HEA

425 1 d362586d425.htm 425 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): May 6, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or oth

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the day of May, 2022, by and among Cytovia Holdings, Inc., a Delaware corporation (?Cytovia? or the ?Company?), and the investors listed on the Schedule of Investors attached hereto (each an ?Investor? and collectively, the ?Investors?). RECITALS The Company desires to offer and sell to th

Financial Statements and Exhibits, Other Events

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): May 6, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40104 86-1216057 (State or other jurisdiction of incorpo

Cytovia Therapeutics to Present at AACR Special Conference on Advances in the Pathogenesis and Molecular Therapies of Liver Cancer

425 1 d353195d425.htm 425 Filed by Isleworth Healthcare Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Isleworth Healthcare Acquisition Corp. Commission File No. 001-40104 Date: May 6, 2022 Cytovia Therapeutics to Present at AACR Special Conference on Advances in the Pathoge

Form of Stockholder Support Agreement.

Exhibit 10.2 FORM OF STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this ?Agreement?) is dated as of April 26, 2022, by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (?Parent?), the persons set forth on Schedule I hereto (each, a ?Company Stockholder? and, collectively, the ?Company Stockholders?), and Cytovia Holdings, Inc., a Delaware corporation (th

FORM OF STOCKHOLDER SUPPORT AGREEMENT

Exhibit 10.2 FORM OF STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this ?Agreement?) is dated as of April 26, 2022, by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (?Parent?), the persons set forth on Schedule I hereto (each, a ?Company Stockholder? and, collectively, the ?Company Stockholders?), and Cytovia Holdings, Inc., a Delaware corporation (th

Form of Sponsor Support Agreement.

Exhibit 10.1 FORM OF SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of April 26, 2022, by and among Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the ?Sponsor Holdco?), the persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), Isleworth Healthcare Acqu

FORM OF SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 FORM OF SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of April 26, 2022, by and among Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the ?Sponsor Holdco?), the persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), Isleworth Healthcare Acqu

Isleworth Healthcare Acquisition Corp. and Cytovia Therapeutics Announce Agreement for Business Combination to Create Publicly Listed Company Focused on Empowering Natural Killer Cell Therapeutics to Fight Cancer

Exhibit 99.1 Isleworth Healthcare Acquisition Corp. and Cytovia Therapeutics Announce Agreement for Business Combination to Create Publicly Listed Company Focused on Empowering Natural Killer Cell Therapeutics to Fight Cancer ? In conjunction with the business combination agreement, the parties have commitments for $40 million in new investments by institutional investors, including $20 million in

MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ISLEWORTH HEALTHCARE ACQUISITION CORP., IHAC FIRST MERGER SUB INC., IHAC SECOND MERGER SUB LLC, ISLEWORTH HEALTHCARE SPONSOR I, LLC (SOLELY WITH RESPECT TO SECTION 7.20(C)) CYTOVIA HOLDINGS, IN

Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ISLEWORTH HEALTHCARE ACQUISITION CORP., IHAC FIRST MERGER SUB INC., IHAC SECOND MERGER SUB LLC, ISLEWORTH HEALTHCARE SPONSOR I, LLC (SOLELY WITH RESPECT TO SECTION 7.20(C)) AND CYTOVIA HOLDINGS, INC. DATED AS OF APRIL 26, 2022 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Def

Isleworth Healthcare Acquisition Corp. and Cytovia Therapeutics Announce Agreement for Business Combination to Create Publicly Listed Company Focused on Empowering Natural Killer Cell Therapeutics to Fight Cancer

Exhibit 99.1 Isleworth Healthcare Acquisition Corp. and Cytovia Therapeutics Announce Agreement for Business Combination to Create Publicly Listed Company Focused on Empowering Natural Killer Cell Therapeutics to Fight Cancer ? In conjunction with the business combination agreement, the parties have commitments for $40 million in new investments by institutional investors, including $20 million in

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): April 26, 2022 ISLEWORTH

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): April 26, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 00-40104 86-1216057 (State or other jurisdiction of incor

FORM OF SUBSCRIPTION AGREEMENT

Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [?] day of April, 2022, by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the ?Issuer?), and the undersigned (?Subscriber?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agree

Disclaimer Disclaimers This Presentation (“Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities i

EX-99.2 Exhibit 99.2 April 2022 Disclaimer Disclaimers This Presentation (“Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been

Form of PIPE Subscription Agreement.

Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [?] day of April, 2022, by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the ?Issuer?), and the undersigned (?Subscriber?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agree

Disclaimer Disclaimers This Presentation (“Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities i

Exhibit 99.2 April 2022 Disclaimer Disclaimers This Presentation (?Presentation?) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 26, 2022 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 00-40104 86-1216057 (State or other jurisdiction of incor

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)

Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ISLEWORTH HEALTHCARE ACQUISITION CORP., IHAC FIRST MERGER SUB INC., IHAC SECOND MERGER SUB LLC, ISLEWORTH HEALTHCARE SPONSOR I, LLC (SOLELY WITH RESPECT TO SECTION 7.20(C)) AND CYTOVIA HOLDINGS, INC. DATED AS OF APRIL 26, 2022 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Def

Convertible Promissory Note dated March 15, 2022 between the Company and Isleworth Healthcare Sponsor I, LLC

Exhibit 10.7 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-40104 ISLEWORTH HE

Description of Registrant’s Securities

EXHIBIT 4.2 DESCRIPTION OF THE COMPANY?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value and 1,000,000 shares of undesignated preferred stock, $0.001 par value. The following description summ

ISLE / Isleworth Healthcare Acquisition Corporation Common stock / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Isleworth Healthcare Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 46468P102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 17, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

SEC FILE NUMBER

NT 10-Q 1 d178039dnt10q.htm NT 10-Q SEC FILE NUMBER 001-40104 CUSIP NUMBER 46468P 102 46468P 110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 8, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Trans

SEC FILE NUMBER 001-40104 CUSIP NUMBER 46468P 102 46468P 110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 d140614d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 28, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other Juris

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 21, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other Jurisdiction of Incorporation

46468P 102 46468P 110

SEC FILE NUMBER 001-40104 CUSIP NUMBER 46468P 102 46468P 110 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Isleworth Healthcare Acquisition Corp. Announces Upcoming Automatic Unit Separation

EX-99.1 2 d156913dex991.htm EX-99.1 Exhibit 99.1 Isleworth Healthcare Acquisition Corp. Announces Upcoming Automatic Unit Separation St. Petersburg, FL, March 25, 2021– Isleworth Healthcare Acquisition Corp. (NASDAQ: ISLEU) (the “Company”) announced today that, on March 29, 2021, the Company’s units will no longer trade, and that the Company’s common stock and redeemable warrants, which together c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 25, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Isleworth Healthcare Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title

SC 13D 1 d119306dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Isleworth Healthcare Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 46468P 102 (CUSIP Number) Robert Whitehead, Manager Isleworth Healthcare Sponsor I, LLC 970

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-6 Exhibit 6 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

ISLEWORTH HEALTHCARE ACQUISITION CORP. PROFORMA BALANCE SHEET March 1, 2021 March 1, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) Assets: Current asset—cash $ 1,021,900 $ (250,000 ) (c ) $ 771.900 Prepaid expense and other current a

EX-99.2 3 d128289dex992.htm EX-99.2 Exhibit 99.2 ISLEWORTH HEALTHCARE ACQUISITION CORP. PROFORMA BALANCE SHEET Unaudited March 1, 2021 March 1, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) Assets: Current asset—cash $ 1,021,900 $ (250,000 ) (c ) $ 771.900 Prepaid expense and other current assets 653,884 653.884 Due from Sponsor — 185,257 (c ) 185.257 Total current assets 1,675,78

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 1, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other Jurisdiction of Incorporation

ISLEWORTH HEALTHCARE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 1, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 ISLEWORTH HEALTHCARE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 1, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Isleworth Healthcare Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying

Isleworth Healthcare Acquisition Corp. Announces Closing of $207,000,000 Initial Public Offering, Including Full Exercise of Underwriter Over-Allotment Option

EX-99.2 12 d103042dex992.htm EX-99.2 Exhibit 99.2 Isleworth Healthcare Acquisition Corp. Announces Closing of $207,000,000 Initial Public Offering, Including Full Exercise of Underwriter Over-Allotment Option St. Petersburg, FL, March 2, 2021 – Isleworth Healthcare Acquisition Corp. (NASDAQ: ISLEU) (the “Company”) announced today the closing of its initial public offering of 20,700,000 units, whic

Business Combination Marketing Agreement dated February 24, 2021 between the Registrant and I-Bankers Securities, Inc. (incorporated by reference to exhibit 1.2 of the Current Report on Form 8-K, filed with the SEC on March 2, 2021)

Exhibit 1.2 I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA February 24, 2021 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive Feather Sound, Suite 300 St. Petersburg, FL 33716 Attn: Ladies and Gentlemen: This is to confirm our agreement whereby Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, In

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d103042d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 24, 2021 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-40104 86-1216057 (State or Other

Private Placement Warrants Purchase Agreements, dated February 24, 2021

EX-10.4 9 d103042dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 24, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Isleworth Healthcare Sponsor I, LLC, a Delaware lim

Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed with the SEC on March 2, 2021)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 24, 2021, is made and entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the ?Company?), Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed under Holder on the signatur

Underwriting Agreement, dated February 24, 2021, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters.

EX-1.1 2 d103042dex11.htm EX-1.1 Exhibit 1.1 ISLEWORTH HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York February 24, 2021 I-Bankers Securities, Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its a

Investment Management Trust Agreement, dated February 24, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 24, 2021 by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, Fi

Letter Agreement, dated February 24, 2021, by and among the Company, Isleworth Healthcare Sponsor I, LLC and each of the officers and directors of the Company.

Exhibit 10.1 February 24, 2021 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive, Feather Sound, Suite 300 St. Petersburg, Florida 33716 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Isleworth Healthcare Acquisition Corp.

Isleworth Healthcare Acquisition Corp. Announces Pricing of Upsized $180,000,000 Initial Public Offering

EX-99.1 11 d103042dex991.htm EX-99.1 Exhibit 99.1 Isleworth Healthcare Acquisition Corp. Announces Pricing of Upsized $180,000,000 Initial Public Offering St. Petersburg, FL, February 24, 2021 – Isleworth Healthcare Acquisition Corp. (NASDAQ: ISLEU) (the “Company”) announced today that it priced its initial public offering of 18,000,000 units at a price to the public of $10.00 per unit. The units

Amended and Restated Certificate of Incorporation

EX-3.1 4 d103042dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ISLEWORTH HEALTHCARE ACQUISITION CORP. February 24, 2021 Isleworth Healthcare Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Isleworth Healthcare Acquisition Corp.”

Administrative Services Agreement, dated February 24, 2021, by and between the Company and RSW Consultants, LLC.

EX-10.5 10 d103042dex105.htm EX-10.5 Exhibit 10.5 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive, Feather Sound, Suite 300 St. Petersburg, Florida 33716 February 24, 2021 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive, Feather Sound, Suite 300 St. Petersburg, Florida 33716 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and betwe

Warrant Agreement, dated February 24, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 5 d103042dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between ISLEWORTH HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

Isleworth Healthcare Acquisition Corp. 18,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252308 and 333-253478 PROSPECTUS Isleworth Healthcare Acquisition Corp. $180,000,000 18,000,000 Units Isleworth Healthcare Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combi

- S-1MEF

As filed with the Securities and Exchange Commission on February 24, 2021 Registration No.

-

Isleworth Healthcare Acquisition Corp 970 Lake Carillon Drive, Feather Sound, Suite 300 St.

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Isleworth Healthcare Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-1216057 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica

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CORRESP 1 filename1.htm 535 5th Ave. 4th Fl New York, NY 10017 www.ibsgroup.net Member FINRA & SIPC February 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Isleworth Healthcare Acquisition Corp. Registration Statement on Form S-1 File No. 333-252308 Ladies and Gentlemen: Pursuant to Rule 461 of the General Ru

- S-1/A

As filed with U.S. Securities and Exchange Commission on February 22, 2021. Registration No. 333-252308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-1216057 (State or other juris

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ISLEWORTH HEALTHCARE ACQUISITION CORP. , 2021 Isleworth Healthcare Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Isleworth Healthcare Acquisition Corp.” The original certificate of incorporation wa

Form of Nominating and Corporate Governance Committee Charter.**

Exhibit 99.3 ISLEWORTH HEALTHCARE ACQUISITION CORP. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MEMBERSHIP The Nominating and Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of Isleworth Healthcare Acquisition Corp. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ISLEWORTH HEALTHCARE ACQUISITION CORP. , 2021 Isleworth Healthcare Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Isleworth Healthcare Acquisition Corp.” The original certificate of incorporation wa

Specimen Common Stock Certificate.**

EX-4.2 6 d101647dex42.htm EX-4.2 Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 46468P 102 ISLEWORTH HEALTHCARE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF ISLEWORTH HEALTHCARE ACQUISITION CORP. (THE

Form of Underwriting Agreement.**

EX-1.1 2 d101647dex11.htm EX-1.1 Exhibit 1.1 ISLEWORTH HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2021 I-Bankers Securities, Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement wi

Form of Private Placement Warrants Purchase Agreement between the Registrant and the parties thereto.**

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and, I-Bankers Securities, Inc. (“Purchaser”). WHEREAS, the Company intends to consummate a public o

Specimen Unit Certificate.**

EX-4.1 5 d101647dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 46468P 201 ISLEWORTH HEALTHCARE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 p

Form of Indemnity Agreement.**

EX-10.7 14 d101647dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2021, by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other ca

Form of Letter Agreement among the Registrant, Sponsor and each officer and director of the Registrant.**

Exhibit 10.2 , 2021 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive, Feather Sound, Suite 300 St. Petersburg, Florida 33716 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Isleworth Healthcare Acquisition Corp., a Delawar

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-10.3 11 d101647dex103.htm EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration

Form of Administrative Services Agreement.**

Exhibit 10.8 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive, Feather Sound, Suite 300 St. Petersburg, Florida 33716 [ ], 2021 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive, Feather Sound, Suite 300 St. Petersburg, Florida 33716 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Isleworth Healthcare Acquisition Corp. (th

Form of Audit Committee Charter.**

Exhibit 99.1 ISLEWORTH HEALTHCARE ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE MEMBERSHIP The Audit Committee (the “Committee”) of the board of directors (the “Board”) of Isleworth Healthcare Acquisition Corp. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange A

Form of Registration Rights Agreement among the Registrant and certain security holders.**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page h

Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1 file no. 333-252308)

EX-14 16 d101647dex14.htm EX-14 Exhibit 14 ISLEWORTH HEALTHCARE ACQUISITION CORP. CODE OF ETHICS I. INTRODUCTION The Board of Directors (the “Board”) of Isleworth Healthcare Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent t

- S-1/A

S-1/A 1 d101647ds1a.htm S-1/A As filed with U.S. Securities and Exchange Commission on February 18, 2021. Registration No. 333-252308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86

Form of Business Combination Marketing Agreement between the Registrant and I-Bankers Securities, Inc.**

Exhibit 1.2 I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA , 2021 Isleworth Healthcare Acquisition Corp. 970 Lake Carillon Drive Feather Sound, Suite 300 St. Petersburg, FL 33716 Attn: Ladies and Gentlemen: This is to confirm our agreement whereby Isleworth Healthcare Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Ad

Specimen Warrant Certificate.**

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ISLEWORTH HEALTHCARE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 46468P 110 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder o

Form of Compensation Committee Charter.**

EX-99.2 18 d101647dex992.htm EX-99.2 Exhibit 99.2 ISLEWORTH HEALTHCARE ACQUISITION CORP. CHARTER OF THE COMPENSATION COMMITTEE MEMBERSHIP The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Isleworth Healthcare Acquisition Corp. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rule

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between ISLEWORTH HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Isleworth Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Ag

Consent of W. Robert Dahl *

EX-99.6 Exhibit 99.6 CONSENT OF W. ROBERT DAHL In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for Islewo

Consent of Vipul Patel *

EX-99.4 7 d101647dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF VIP PATEL In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board

Form of Subscription Agreement between the Registrant and Sponsor.*

Exhibit 10.7 Isleworth Healthcare Acquisition Corp. 1883 Bayview Drive Tierra Verde, FL 33715 Isleworth Healthcare Sponsor I LLC December 29, 2020 1883 Bayview Drive Tierra Verde, FL 33715 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on December 29, 2020 by and between Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability

Consent of Marc Kozin *

EX-99.5 8 d101647dex995.htm EX-99.5 Exhibit 99.5 CONSENT OF MARC KOZIN In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board

Promissory Note issued by the Registrant to Sponsor.*

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Certificate of Incorporation. *

EX-3.1 2 d101647dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ISLEWORTH HEALTHCARE ACQUISITION CORP. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that: FIRST: The name of the Corporation (hereinafter referred to as the “Corporation”) is: Isleworth Healthcare Acquisitio

Bylaws (incorporated by reference to exhibit 3.3 of the Form S-1 file no 333-252308)

Exhibit 3.3 BYLAWS OF ISLEWORTH HEALTHCARE ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s register

Registration Statement - S-1

S-1 Table of Contents As filed with U.S. Securities and Exchange Commission on January 21, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ISLEWORTH HEALTHCARE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-1216057 (State or other jurisdict

Consent of Michelle McKenna *

EX-99.7 Exhibit 99.7 CONSENT OF MICHELLE MCKENNA In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for Isle