On July 18, 2022, Portage, SalvaRx and each of the shareholders of iOx Therapeutics Ltd., a private limited company incorporated under the laws of England (“iOx”), listed on Schedule I attached thereto (collectively, the “Sellers”), entered into a Share Exchange Agreement (the “Agreement”). Pursuant to the terms and conditions of the Agreement, the Sellers sold to SalvaRx an aggregate of 10,820 ordinary shares of iOx (the “iOx Exchange Shares”), representing approximately 22% of the outstanding ownership interest in iOx, in exchange for 1,070,000 ordinary shares of Portage (the “Closing Shares”). Additionally, the Sellers have the contingent right to receive a one-time milestone payment of $25,000,000 in Portage ordinary shares upon the achievement of a certain subsequent clinical development milestone in the PORT-2 or PORT-3 programs (the “Earnout Milestone”). The price per Earnout Share will be calculated based on the 90-day volume-weighted average closing price of Portage ordinary shares on The Nasdaq Stock Market LLC as of the last business day prior to the achievement of the Earnout Milestone. The Sellers will be paid up to USD $25,000,000 in cash, in lieu of the Earnout Shares, at the Company’s option or in the event of a change of control (as defined in the Agreement) of the Company.
