BiVictriX Therapeutics Ltd. entered into a letter of intent to acquire Motif Bio plc (AIM:MTFB) in a reverse merger transaction on January 27, 2021. BiVictriX Therapeutics Ltd. entered into a sale and purchase agreement to acquire Motif Bio plc (AIM:MTFB) for £5.5 million in a reverse merger transaction on May 26, 2021. Proposed acquisition of the entire issued and to be issued share capital of BiVictriX for an aggregate consideration of £5,500,608.20 to be satisfied by the issue of new ordinary shares and cash. Motif will pay an aggregate purchase price of £4,998,202.81 to be satisfied by the issue of an aggregate of 24,990,999 Consideration Shares to the Sellers (other than the Cash Sellers) for the issued and to be issued BiVictriX shares held by them, and an aggregate of £502,330.42 to the Cash Sellers for their BiVictriX shares, with the cash consideration being reinvested into the Company in exchange for the issue of an aggregate of 2,511,646 Consideration Shares, pursuant to an irrevocable undertaking executed by each Cash Seller, the purchase price is to be satisfied by the issue to the Sellers (upon completion of the irrevocable undertaking signed by each Cash Seller) of an aggregate of 27,502,645 Consideration Shares at the Placing Price. Motif has agreed to exchange the existing options over shares in BVX which are held by Tiffany Thorn for new options in the Company. A total of 1,942,459 options over New Ordinary Shares will be granted, with 1,591,794 of the options being exercisable at the Placing Price and 350,665 of the options having an exercise price of £0.1223. The options to be granted to Tiffany Thorn will be governed by the same rules as those which will apply to the New Scheme. Motif shares will be consolidated at consolidation ratio of 1:220. Proposed placing and subscription to raise, in aggregate, £10.1 million before expenses, through the issue of 50,500,000 new ordinary shares, at a price of 20 pence (the "Placing Price") each comprising 40,042,280 placing shares "(Placing Shares") and 10,457,720 subscription shares. Motif will change its name to BiVictriX Therapeutics plc to reflect the transformational nature of the Proposed Transaction. The proposed Board changes, conditional on Admission, with the resignation of each of Bruce Williams, Graham Lumsden and Christopher Wardhaugh and the appointments of Iain Ross as Non-Executive Chairman, Tiffany Thorn as Chief Executive Officer, Professor Robert Hawkins and Dr. Ole Petter Veiby as Independent Non-Executive Directors. It is proposed that Jonathan Gold will remain on the board as a Non-Executive Director. Under the terms of the termination agreements, each of Messrs. Williams, Lumsden and Wardhaugh have agreed to waive all compensation and other benefits due to them in accordance with the terms of the letters of appointment (a total of over $200,000(£141572)), in exchange for the issue to them of an aggregate of 267,373 warrants at the Placing Price (assuming completion of the Share Consolidation).

The transaction is subject to approval from shareholders of Motif. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do so in respect of their own beneficial shareholdings amounting to, in aggregate 253,958 Existing Ordinary Shares representing 0.039 per cent. of the Existing Share Capital. David Hignell, Caroline Rowe, Vadim Alexandre and Rob Rees of SP Angel Corporate Finance LLP acted as financial advisor to Motif.