Apollo Biowellness, Inc. announced that it has signed a Letter of Intent with Revive Regenerative, Inc. (“Revive”), a leader in the aesthetic laser and energy device industry serving plastic surgeons, dermatologists, med spas, and wellness centers, to pursue a potential merger, subject to negotiation of definitive agreements and customary closing conditions.

The merger is to be a 60/40 transaction with Revive shareholders receiving 60% and Apollo shareholders and debt holders receiving 40% of the combined company, subject to the terms and conditions set forth in the definitive merger agreement. The surviving company will be Revive Regenerative, Inc., and the Company will become a wholly owned subsidiary of Revive.

Revive will be a publicly traded holding company having two wholly owned subsidiaries, that being Revive Lasers, Inc. and Revive Biologics, Inc. Revive Biologics, Inc. will oversee and manage all the operations and production of Evolutionary Biologics, Inc.

The merger is subject to various conditions, pertaining to the Company, including the conversion and/or settlement of all convertible debt prior to closing and a commitment of $3.5M for growth and expansion. Revive is subject to a minimum threshold performance of $25M in sales for 2026, with a minimum EBITDA of $2.5M. Final closing documents must also be negotiated and drafted, with a target closing date of October 31, 2025.

Revive is a leader in the regenerative laser field and serves as the integrated supply chain backbone for biologics and energy-based laser aesthetics, with a consumer products division developed through a series of strategic mergers, acquisitions and joint ventures.

Upon closing, James Palastra will assume the position of CEO of the holding company. Mr. Palastra is a distinguished executive with over 25 years of leadership in the aesthetics and medical device industries, renowned for driving operational excellence and global service innovation. He is a veteran within the aesthetic industry including his involvement with Cynosure, Inc., a NASDAQ company, that achieved $400M in revenue and later sold to a private equity group for $1.65B.

Mr. Palastra and his team of seasoned industry veterans bring decades of experience in the aesthetic industry and our intention going forward is to seek a minimum of 20 to 25% growth year to year.

James W. Zimbler, President and CEO, stated, “I am thrilled to announce this milestone for the Company and to become part of Revive Regenerative and its seasoned professionals-from the executive team to the commercial organization. The combination of the Evolutionary Biologics product line and the Revive laser products will take the Company to a level we have only dreamed about.”

James Palastra, stated, “Today marks an exciting milestone for the customers, employees, partners, and shareholders of both Apollo Biowellness and Revive Regenerative. By uniting our organizations, we are creating a powerful platform that combines advanced energy-based devices with a comprehensive line of regenerative biologic solutions. Together, we will deliver more effective, integrated offerings that empower practitioners to achieve better outcomes for their patients.”

The Company communicates with shareholders via X at @ApolloBioKOAN.

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