Pharma Focus Asia

TRON Group, Inc. and Nanopharmaceutics, Inc. Announce Definitive Merger Agreement

Friday, August 12, 2022

TRON Group, Inc., and Nanopharmaceutics, Inc., a privately-held clinical-stage pharmaceutical development company incorporated in Florida, announced today 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.

Details of Proposed Merger

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.

Clinical Stage Product Pipeline

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.

Important Additional Information about Proposed Merger

This communication is being made in respect of the merger involving TRON Group, Inc. and Nanopharmaceutics, Inc.  TRON Group will file a material event notice with the OTC Pink Market. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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