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

EAGLE, Idaho and ALACHUA, Florida., August 11, 2022 /PRNewswire/ — TRON Group, Inc. (OTC PINK: TGRP) (“TRON” or “the Company”) and Nanopharmaceutics, Inc. (“Nano”), a privately-held clinical-stage pharmaceutical development company incorporated in Florida, today announced that it has entered into a definitive agreement to merge Nano with NANOP Acquisition Corp, Inc. (“NANOP”), a wholly owned subsidiary of TRON, in an all-stock transaction. After completion of the merger, TRON will change its name to Nanopharmaceutics, Inc. and will continue to trade on the OTC Pink market.

Details of the proposed merger

The merger was unanimously approved by both boards of TRON and Nano. Under the terms of the agreement, in an all-stock transaction, Nano and NANOP will merge. TRON will issue five newly authorized and designated Class A Preferred Shares to Nano shareholders in exchange for all issued and outstanding shares of Nano. The Company intends to file a corporate action with FINRA regarding the aforementioned name change.

James D TaltonPh.D., President and CEO and majority shareholder of TRON and Nanopharmaceutics, has been appointed CEO, President, Secretary/Treasurer and Director of TRON, effective August 8, 2022. The board of directors will initially consist of three members, including the current directors of TRON, 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 registered office of the combined company will be located at 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.

Pipeline of clinical-stage products

The new company’s pipeline includes 10 clinical-stage (Phase 1 to 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 the CNS; and Ramoplanin™ and NanoDOX™, targeting infectious diseases. The company is also advancing a large, undisclosed pipeline of candidates into preclinical development.

Important Additional Information About the Proposed Merger

This communication relates to the merger involving TRON Group, Inc. and Nanopharmaceutics, Inc. TRON Group will file a Material Event Notice with the OTC Pink Market. This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities under the proposed merger will be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended.

About TRON Group, Inc.

TRON Group Inc. is a holding company that acquires operating companies and assets in growing industries. The company’s intention is to develop them by providing technical and management support under the umbrella of its public company.

About Nanopharmaceutics, Inc.

Nanopharmaceutics, Inc. is a clinical-stage specialty pharmaceutical company developing oral, topical and injectable products for cancer, central nervous system (CNS) disorders and infectious diseases. Leveraging its expertise in nanoparticle and fine particle formulations, which can be used specifically to enhance difficult-to-deliver Category II and IV BCS drugs, Nanopharmaceutics is focused on developing formulations to improve absorption and drug stability.

Forward-looking statements:

Legal Notice Regarding Forward-looking statements contained in this press release that are not historical facts are forward-looking statements subject to risks and uncertainties. Forward-looking statements are based on current facts and analyzes and other information based on forecasts of future results, estimates of amounts not yet determined and management’s assumptions. Forward-looking statements are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, ” aims’, ‘potential’, ‘goal’, ‘objective’, ‘prospective’ and similar expressions or that events or conditions ‘will’, ‘would’, ‘could’, ‘might’, ‘could’ or ‘should’ occur. Actual results may differ materially from those currently anticipated due to a number of factors beyond the reasonable control of the Company. It is important to note that the actual results and the actual results of the Company could differ materially from those contained in these forward-looking statements. Factors that could cause actual results to differ materially include misinterpretation of data, the Company’s ability to raise funds for its operations, breach by parties with whom we have contracted and the possible failure to retain employees or qualified consultants.

Contact:
Nanopharmaceuticals, Inc.
James D Taltondoctorate
President and CEO
352-256-6266
[email protected]

SOURCE Nanopharmaceuticals, Inc.

Margie D. Carlisle