View Event

Primary Exchange Chg

Apolo V Acquisition Corp.

Ordinary Shares

CA03771H1038

2026-04-07 00:00:00

:

CAD

CACVE

9559798

0

0

664877

BBG01W98BNN3

AFV/P CN

(As on 02/04/26) CATSE
ORIGINAL LISTING - TSX VENTURE EXCHANGE TRANSFER
Issuer: TelyRx Holdings Inc. (the Resulting Issuer )
Security: Subordinate Voting Shares (the Shares )
Symbol: TELY
Number of securities issued and outstanding: 26,353,729 Shares
Number of securities reserved for issuance: 27,454,871 Shares
Listing category: Diversified
CUSIP:
Trading currency: CDNCAD
Listing and posted for trading date: April 7, 2026 (at the opening)
Transaction and name change: Recently effected transaction (the Qualifying Transaction ) involving Apolo V Acquisition Corp. ( Apolo ), a capital pool company listed on TSX Venture Exchange ( TSXV ) (Symbol: AFV.P), and TelyRx, Inc. ( TelyRx ), a private corporation, and
pursuant to which Apolo changed its name to TelyRx Holdings Inc. . Pursuant to the Qualifying Transaction, (i) 1001474388 Ontario Inc. ( Subco ), a wholly-owned subsidiary of Apolo, and TelyRx Finco Inc. ( Finco ) amalgamated and the resulting entity, TelyRx Finco Inc., became a wholly-owned subsidiary of Apolo and (ii) Apolo V MergerCo Inc. ( Mergeco ) merged with and into TelyRx, with post-merger TelyRx as the surviving entity which became a wholly-owned subsidiary of Apolo. As a result of the Qualifying Transaction, Apolo acquired all of the issued and outstanding common shares of TelyRx, such that it became a wholly-owned subsidiary of Apolo.
Consolidation: Immediately prior to completion of the Qualifying Transaction, the common shares of Apolo were consolidated on the basis of one post-consolidated common share for every 30 common shares issued and outstanding immediately before the consolidation (the
Consolidation ). No fractional Apolo common shares were issued pursuant to the Consolidation. Fractional entitlements were rounded down to the next lowest whole number
As a result of the Qualifying Transaction, TelyRx shareholders that are not US residents received one Share of the Resulting Issuer
for each TelyRx common share held. TelyRx shareholders who are US residents received: (i) 0.25 of a Share of the Resulting Issuer and 0.75 of an (unlisted) Proportionate Voting Share of the Resulting Issuer ( PVS ) for each TelyRx common share held
immediately prior to the Merger.
Other market(s): The common shares of Apolo, a capital pool company, have been listed on TSXV under the stock symbol AFV.P since October 24, 2025. The common shares of Apolo will be delisted from the TSXV on April 7, 2026 upon commencement of trading on Toronto
Stock Exchange.
Temporary market maker: RBC Capital Markets
Investor relations: Vanessa Slowey
Chief Executive Officer and Director
vanessa.slowey@telyrx.com
(345) 329-1000
- or -
John Cascio
Chief Financial Officer
jcascio@telyrx.com
(713) 416-6034
Incorporation: Business Corporations Act (Ontario)
Fiscal year end: December 31
Nature of business: TelyRx is a vertically integrated technology enabled healthcare and pharmacy services company, operating a digital pharmacy platform at TelyRx.com. Through this platform, residents of states in the United States of America have access to everyday
medications. TelyRx fulfils prescriptions through its licensed retail pharmacies, TelyRx, LLC and TelyRx Dallas, LLC located in Clearwater, Florida, and Dallas, Texas, respectively. TelyRx offers over 350 medications.
Transfer agent and registrar: Odyssey Trust Company at its principal offices in Toronto
Dividends: It is not anticipated that the Resulting Issuer will pay any dividends
in the foreseeable future.
Sponsorship: Canaccord Genuity Corp.
Private placement: Brokered private placement of subscription receipts (the Subscription Receipts ) which closed on March 26, 2026 and
pursuant to which Finco issued an aggregate of 7,980,260 Subscription Receipts at a price of CCAD4.50 per Subscription Receipt for gross proceeds of CCAD35,911,170. Each Subscription Receipt was exchanged for one Share upon closing of theQualifying Transaction.
The brokered private placement was completed by a syndicate of agents led by Canaccord Genuity Corp. together with ATB
Securities Inc., Clarus Securities Inc. and Raymond James Ltd. Disclosure document: Filing Statement dated March 24, 2026, which is available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Filing Statement.
TSX contact: Selma Thaver, Managing Director, TSX Listings



(As on 02/04/2026)CACVE
BULLETIN V2026-1197

TELYRX HOLDINGS INC. (`TELY`)
[formerly, Apolo V Acquisition Corp. (`AFV.P`)]
BULLETIN TYPE: Name Change and Consolidation, Qualifying Transaction-Completed, Private Placement-Brokered, Graduation
BULLETIN DATE: April 2, 2026
TSX Venture Tier 2 Company

TSX Venture Exchange (the `Exchange`) has accepted for filing TelyRx Holdings Inc.`s (formerly, Apolo V Acquisition Corp.`s, the `Company`) Qualifying Transaction (the `QT`) described in its Filing Statement dated March 24, 2026. As a result, at the opening on Tuesday, April 7, 2026, the Company will no longer be considered a Capital Pool Company.

Name Change and Consolidation

Pursuant to a resolution passed by shareholders of the Company on March 5, 2026, the Company consolidated its capital on the basis of 1 post-consolidation common share for every 30 pre-consolidation common shares. The name of the Company has also been changed to `TelyRx Holdings Inc.`

The QT
Pursuant to the business combination agreement dated January 19, 2026, as amended pursuant to an amending agreement dated February 19, 2026 and further amended pursuant to a second amendment dated March 18, 2026 between the Company and TelyRx Inc., among others (collectively, the `Business Combination Agreement`), the Company has reorganized its share capital such that the common shares of the Company are now known as Subordinate Voting Shares (`SVS`) and an additional class of shares, known as Proportionate Voting Shares (`PVS`) has been created. Each SVS will entitle the holder to one vote per share and each PVS will entitle the holder to the number of votes equal to the number of SVS into which each PVS is convertible (namely 100 SVS). The Company has indirectly acquired all the issued and outstanding shares of TelyRx Inc. (`TelyRx`) for a total of 17,472,593 SVS (excluding the SVS issued in the Private Placement - Brokered section below) and 224,967 PVS.

Private Placement - Brokered

Prior to the completion of the QT, TelyRx completed a brokered private placement of subscription receipts which have been exchanged into the following securities:

Financing Type: Brokered - Private Placement
Gross Proceeds: cad35,911,170.
Offering: 7,980,260 SVS
Offering Price: cad4.50 per SVS
Commissions in Securities: Shares Warrants
Agents (Aggregate) Nil 46,996
Commission Terms: Each non-transferable warrant is exercisable at cad4.50 for a 2-year period,
Disclosure: Refer to the company`s news release(s) dated April 1, 2026.
Number of Securities Issued and Outstanding
Following completion of the QT, a total of 26,353,729 SVS (including the SVS issued in the Private Placement - Brokered section above) and 224,967 PVS are issued and outstanding.

Graduation

The Exchange has been advised that the Company`s SVS will be listed and commence trading on Toronto Stock Exchange (the `TSX`) at the market opening on Tuesday, April 7, 2026 under the name `TelyRx Holdings Inc.` with the symbol `TELY`.
As a result of this Graduation, the Company`s common shares will be delisted from the Exchange at the commencement of trading on TSX.
Please refer to the Original Listing bulletin issued by TSX dated April 2, 2026 for further information on the listing and the Filing Statement dated March 24, 2026, which is available on www.sedarplus.ca for details of the QT.

(As on 01/04/2026)CANW A
TELYRX HOLDINGS INC. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION
NEWS PROVIDED BY
TelyRx Holdings Inc.
Apr 01, 2026, 09:39 ET
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CLEARWATER, Fla. , April 1, 2026 /CNW/ - TelyRx Holdings Inc. (`TelyRx` or the `Resulting Issuer`), formerly Apolo V Acquisition Corp. (`Apolo V`), is pleased to announce that it has completed the previously announced qualifying transaction (the `Transaction`) with TelyRx, Inc. and TelyRx Finco Inc. (`TelyRx Finco`), among others, which constituted Apolo V`s Qualifying Transaction, as such term is defined under the policies of the TSX Venture Exchange (the `TSXV`).
In connection with the Transaction, Apolo V changed its name to TelyRx Holdings Inc., consolidated its common shares on a basis of one post consolidated common share for every 30 pre-consolidated common shares and amended its share capital such that the common shares of Apolo V are now known as subordinate voting shares (`SVS`) and an additional class of shares, known as proportionate voting shares (`PVS`), was created.
Prior to the completion of the Transaction, TelyRx Finco completed a brokered private placement of 7,980,260 subscription receipts (`Subscription Receipts`) for aggregate gross proceeds of CAD35,911,170 (the `Private Placement`). Canaccord Genuity Corp. (`Canaccord`) acted as lead agent and sole bookrunner in connection with the Private Placement, on behalf of a syndicate of agents including ATB Capital Markets Corp., Clarus Securities, Inc. and Raymond James Ltd. (collectively with Canaccord, the `Agents`). The Private Placement was conducted pursuant to an agency agreement dated March 26, 2026 among the Agents, TelyRx, TelyRx, Inc. and TelyRx Finco. Each Subscription Receipt was convertible, upon satisfaction of certain escrow release conditions set out in the subscription receipt agreement governing the Subscription Receipts, into one common share of TelyRx Finco.
As part of the Transaction, a wholly-owned subsidiary of Apolo V merged with and into TelyRx, Inc. and the shareholders of TelyRx, Inc. became shareholders of the Resulting Issuer, receiving SVS and/or PVS, with the allocation determined in accordance with their jurisdiction of residence. Additionally, another wholly-owned subsidiary of Apolo V amalgamated with TelyRx Finco and the shareholders of TelyRx Finco (the investors in the Private Placement) received SVS of the Resulting Issuer on a one-for-one basis.
TelyRx has received conditional approval of the listing of the SVS on the Toronto Stock Exchange (the `TSX`) under ticker symbol `TELY`. Final approval is subject to TelyRx meeting certain customary conditions required by the TSX. TelyRx will issue a press release once the TSX confirms the date when trading of the SVS is expected to commence on the TSX.
Immediately following completion of the Transaction, the directors and officers of Apolo V resigned and were replaced by the directors and officers set out in the filing statement of Apolo V dated March 24, 2026.
For additional information about TelyRx and the transaction, please refer to the filing statement which has been filed on TelyRx`s profile on SEDAR+.

(As on 24/03/2026)CANW_B
Apolo V Acquisition Corp. Announces Filing of Filing Statement in Connection with Qualifying Transaction
March 24, 2026 8:33 PM EDT Source: Apolo V Acquisition Corp.
Toronto, Ontario--(Newsfile Corp. - March 24, 2026) - Apolo V Acquisition Corp. (TSXV: AFV.P) (`Apolo V`) is pleased to announce that it has filed its filing statement (the `Filing Statement`) dated March 24, 2026 on its SEDAR+ profile in connection with the proposed business combination among Apolo V, TelyRx, Inc. (`TelyRx`), TelyRx Finco Inc. (`Finco`), 1001474388 Ontario Inc., and Apolo V MergerCo Inc. (the `Proposed Transaction`). In conjunction with, and on or about March 26, 2026, Finco is anticipated to complete a `best-efforts` private placement of a minimum of 6,091,111 subscription receipts of Finco (`Subscription Receipts`) and a maximum of 9,136,666 Subscription Receipts at a subscription price of CCAD4.50 per Subscription Receipt, for minimum aggregate gross proceeds of USDCAD20,000,000 (or CCAD27,410,000) and maximum aggregate proceeds of USDCAD30,000,000 (or CCADCAD41,115,000). The Proposed Transaction, once complete, is expected to result in the reverse takeover of Apolo V (following completion of the Proposed Transaction, the `Resulting Issuer`) and will constitute Apolo V`s Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the `TSXV`). It is anticipated that the Proposed Transaction will close on or about March 31, 2026.
The TSXV has conditionally approved the Proposed Transaction and the Toronto Stock Exchange (`TSX`) has conditionally approved the listing of the subordinate voting shares of the Resulting Issuer (the `Shares`) on the TSX under ticker symbol `TELY` following completion of the Proposed Transaction. Final approval from both the TSXV and TSX is subject to TelyRx and the Resulting Issuer meeting certain customary conditions required by the TSXV and TSX, as applicable. Apolo V will issue a press release once the TSX confirms the date when trading of the Shares is expected to commence on the TSX.

(As on 21/01/2026)CANW A
Apolo V Acquisition Corp. Enters into Definitive Agreement with Telyrx, Inc.
January 21, 2026 4:42 PM EST Source: Apolo V Acquisition Corp.
Toronto, Ontario--(Newsfile Corp. - January 21, 2026) - Apolo V Acquisition Corp. (TSXV: AFV.P) (`Apolo V` or the `Company`) and TelyRx, Inc. (`TelyRx`), a vertically integrated technology enabled healthcare and pharmacy services company, are pleased to announce they have entered into a business combination agreement dated January 19, 2026 (the `Business Combination Agreement`), among others, to complete a go-public transaction for TelyRx (the `Proposed Transaction`) that will constitute Apolo V`s `Qualifying Transaction` (the `Qualifying Transaction`) under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the `TSXV`). In this press release, Apolo V, as it will exist after the completion of the Proposed Transaction, is referred to as the `Resulting Issuer`.
Summary of the Proposed Transaction
Pursuant to the Business Combination Agreement:
` Apolo V will amend its share capital (the `Share Capital Reorganization`) such that the common shares of Apolo V (the `Apolo Shares`) will be known as subordinate voting shares (`SVS`) and an additional class of shares, known as proportionate voting shares (`PVS`) will be created, as described below. Each SVS will entitle the holder to one vote per share and each PVS will entitle the holder to the number of votes equal to the number of SVS into which each PVS is convertible (namely 100 SVS).
` Apolo V will consolidate (the `Consolidation`) the Apolo Shares within a range between one post-consolidation Apolo Share for every 45 pre-consolidation Apolo Share and one post-consolidation Apolo Share for every 60 pre-consolidation Apolo Shares. It is currently expected that the consolidation will be on a 45:1 basis. Each Apolo Share will have a deemed value of CCAD0.15 per share on a pre-Consolidation basis.
` Following the Consolidation approximately 37 million SVS (on an as converted basis) will be issued to former TelyRx shareholders (i.e. not including the subscription receipt holders), and another approximately 3 million SVS (on an as converted basis) will be issued to a TelyRx warrantholder for cashless exercise of warrants. A subsequent press release with definitive details will follow.
` Apolo V will change its name to `TelyRx Holdings Inc.`, or such other name designated by TelyRx and that is acceptable to the regulatory authorities.
` A wholly-owned subsidiary of Apolo V will merge with and into TelyRx and the shareholders of TelyRx will become shareholders of the Resulting Issuer (the `Merger`). The Resulting Issuer will issue SVS and PVS to the shareholders of TelyRx, with the allocation determined in accordance with their jurisdiction of residence.
` Additionally, another wholly-owned subsidiary of Apolo V will amalgamate with Finco (as defined below) and the shareholders of Finco (which will be the investors in the Private Placement, as defined below) will receive SVS of the Resulting Issuer on a one for one basis.
Following the Proposed Transaction (assuming the completion of the Private Placement), each of Jordan Atkins, Fred Frank and Benjamin Atkins will directly or indirectly, exercise control or direction over more than 10% of voting rights attached to shares of the Resulting Issuer.
The parties have made an application to the Toronto Stock Exchange (the `TSX`) for the listing of the SVS on the TSX upon completion of the Proposed Transaction. Listing on the TSX will be conditional upon meeting all of the conditions of the TSX.
Significant Conditions to Closing
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the receipt of regulatory approvals, including the approval of the TSXV of the Qualifying Transaction, completion of the concurrent Private Placement, approval of the Meeting Matters (as defined below) by the shareholder of Apolo V, approval of the Merger by shareholders of TelyRx, and certain standard closing conditions, including there being no material adverse change in the business of Apolo V or TelyRx prior to completion of the Proposed Transaction.
The Proposed Transaction is not a Non-Arm`s Length Qualifying Transaction (as defined in the policies of the TSXV) and the Proposed Transaction is not subject to approval by Apolo V shareholders (other than the approval of the Meeting Matters).
Apolo V Meeting
Apolo V has called a special meeting of its shareholders for 10:00 am on February 19, 2026 (the `Apolo V Meeting`) to put forth and approve certain matters related to the Proposed Transaction, including among other matters (the `Meeting Matters`):
` the name change to `TelyRx Holdings Inc.`;
` the Consolidation;
` the Share Capital Reorganization (subject to `Majority of Minority Approval` as defined in the policies of the TSXV);
` approval of the Resulting Issuer`s new equity plan;
` election of the directors of the Resulting Issuer to hold office from the effective time of the completion of the Proposed Transaction; and
` appointment of the auditors of the Resulting Issuer from the effective time of the completion of the Proposed Transaction.