TRON Group, Inc. (OTC PINK: TGRP) (“TRON” or “the Company”) and Nanopharmaceutics, Inc. (“Nano”), a privately-held clinical-stage pharmaceutical development company incorporated in Florida, has announced the signing of a definitive agreement for the merger of Nano with NANOP Acquisition Corp, Inc. (“NANOP”), a wholly-owned TRON subsidiary, in an all-stock transaction. Following consummation of the Merger, TRON will change its name to Nanopharmaceutics, Inc. and will continue to trade on the OTC Pink market.
The merger was unanimously approved by both Boards of Directors of TRON and Nano. Under the terms of the agreement, in an all-stock transaction, Nano and NANOP will merge. TRON will issue five shares of recently authorized and designated Class A Preferred stock to Nano shareholders in exchange for all the issued and outstanding shares of Nano. The Company intends to file a corporate action with FINRA in respect of the aforementioned name change.
James D. Talton, Ph.D., President and Chief Executive Officer and controlling shareholder of both TRON and Nanopharmaceutics, has been appointed Chief Executive Officer, President, Secretary/Treasurer and Director of TRON, effective August 8, 2022. The Board of Directors will initially be comprised of three members including current TRON directors, Quoc Tuan (Jacob) Nguyen and Stephen Michael Griffith. Jr., and Dr. Talton, who will also continue to serve as an officer and director of Nano. The combined company’s headquarters will be located in Alachua, Florida.
Immediately prior to the Merger Agreement, TRON entered into an agreement to terminate its common control relationship with Impression VFX Inc., including the extinguishment of a convertible note in exchange for the return of certain assets, and the termination of a service agreement.
The new company’s pipeline includes 10 clinical-stage (phase 1 through phase 3), proprietary and partnered programs including Triapine®, Ammonium Tetrathiomolybdate and Aza-TdC, targeting cancer; NanoBUP™, PRX-3140, NP-18-2, and NP-18-3, targeting CNS; and Ramoplanin™ and NanoDOX™, targeting infectious disease. The company is also advancing a large, undisclosed portfolio of preclinical development candidates.
Nanopharmaceutics, Inc. is a clinical-stage specialty pharmaceutical company developing oral, topical, and injectable products for cancer, central nervous system (CNS) disorders, and infectious diseases. Leveraging its expertise in nanoparticle and fine-particle formulations, which can specifically be used to improve hard-to-deliver BCS category II and IV drugs, Nanopharmaceutics is focused on formulation development aimed at improving drug absorption and stability.