PD Theranostics to Merge with Fulton Ventures Corp.

Lucius Partners, LLC today announced that its portfolio company, PD Theranostics, Inc. has signed a non-binding letter of intent to combine with Fulton Ventures Corp., a company incorporated in British Columbia, Canada.

The LOI sets out the initial proposed terms and conditions pursuant to which Fulton and PDTx will effect a business combination that is expected to result in a reverse takeover of Fulton by the shareholders of PDTx (the “Proposed Transaction“). The Proposed Transaction will be structured as a three-cornered amalgamation pursuant to an amalgamation agreement to be entered into between Fulton, a newly incorporated wholly-owned subsidiary of Fulton and PDTx.

The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the “Definitive Agreement“) to be negotiated between the parties. The LOI contemplates that the Proposed Transaction will be completed in or around March 2023, or such other date as may be mutually agreed to in writing between PDTx and Fulton. There can be no assurance that a Definitive Agreement will be successfully negotiated or entered into, or that the Proposed Transaction will be completed.

After the closing of the Proposed Transaction, Fulton intends to file apply for listing on a recognized Canadian stock exchange in or around July 2023. There can be no assurance that any such listing application will be made or that it will be successful.

“PDTx continues to develop its innovative, AI driven platform to help improve patient care in multiple disease states including prostate, renal, brain and cervical cancers,” said Patrick Gallagher, Chief Executive Officer of PD Theranostics, Inc. “The proposed combination with Fulton Ventures will allow PDTx to leverage our original platform proof of concept work directed by a team at Massachusetts General Hospital/Harvard to specific therapeutic areas.  PDTx’s initial AI effort is focused on refining the treatment of prostate cancer to reduce unnecessary surgery and cytotoxic chemotherapy. Through our ability to map tissue structures and immune populations, we believe we could more clearly define disease stage, likelihood of disease progression and identify the most efficacious treatment regimens for each patient.”

“The Company is excited to take this important step toward advancing the company and providing investors liquidity,” said PDTx board of directors member and Lucius Partners founder James Ahern. “The path forward for PDTx is quite promising and leverages our outstanding team to advance patient care and build shareholder value.”

About PD Theranostics, Inc.

PD Theranostics is developing AI guided algorithms while leveraging proprietary workflows and methods utilizing imaging-based methodologies to diagnose and guide clinical decision making around specific targeted therapies and their efficacy in human disease states, including cancer, infectious diseases and complications of diabetes including diabetic foot ulcers. Please visit www.pdtheranostics.com for more information.

About Lucius Partners, LLC

Lucius Partners is a consultancy that provides a broad suite of services to help healthcare companies grow, achieve milestones and generate value for their shareholders.