ANEW MEDICAL, INC. (OTCPK:LEAS) entered into a definitive merger agreement to acquire Redwoods Acquisition Corp. (NasdaqGM:RWOD) from Redwoods Capital LLC and others for approximately $110 million in a reverse merger transaction on May 30, 2023. As per the terms of the transaction, the Company will acquire all of the outstanding equity interests of ANEW in exchange for shares of the Company's common stock, par value $0.0001 per share (the “ Common Stock ”), based on an implied ANEW equity value of $60,000,000, to be paid to ANEW stockholders at the effective time of the Merger.

In addition, certain ANEW stockholders will be issued additional shares of the Company's Common Stock (the “ Contingent Consideration Shares ”), which will be issued as follows: (i) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $12.50; (ii) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $15.00; and (iii) 1,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing. The pro forma enterprise value of the combined company is up to $94 million, which includes up to $54 of cash held in the trust account of Redwoods, which is subject to redemption by Redwoods stockholders. These values exclude up to 5 million of additional earn-out shares that would be issued to ANEW stockholders if applicable stock performance-based requirements are met.

The proposed business combination contemplates that ANEW's stockholders will roll 100% of their equity into the combined company and will be eligible to receive additional shares pursuant to an earn-out based on the combined company's future stock performance. ANEW MEDICAL shall pay Redwoods a termination fee of $500,000 and vice-versa. The transaction, which has been unanimously approved by the boards of directors of ANEW and Redwoods, is subject to approval by their respective stockholders, the expiration or termination of the applicable waiting period, continuing listing requirements of Nasdaq and the shares of the Company's Common Stock have been approved for listing on Nasdaq, the S-4 Registration Statement having become effective and other closing conditions.

All cash remaining on the combined company's balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate purposes. The proposed business combination is expected to be completed by the fourth quarter of 2023. Chardan is acting as M&A and capital markets advisor to ANEW.

Paul Goodman of Cyruli Shanks & Zizmor, LLP is acting as legal counsel to ANEW. Giovanni Caruso of Loeb & Loeb LLP is acting as legal counsel to Redwoods.