Transcode Therapeutics to acquire Polynoma

TransCode Therapeutics (RNAZ) announced that it entered into a definitive agreement to acquire Polynoma, a privately-held biotechnology immuno-oncology company. Polynoma is developing a late-stage candidate, seviprotimut-L, a novel polyvalent shed antigen vaccine for the adjuvant treatment of stage IIB and IIC melanoma. Concurrent with the Polynoma acquisition, TransCode announced a $25M investment from CK Life Sciences to be used primarily to advance clinical development of TransCode’s lead microRNA asset, TTX-MC138, into a Phase 2 clinical trial. Philippe Calais has been appointed as TransCode’s CEO and remains Chairman of the Board of Directors, but has stepped down from his positions on the Board’s Audit Committee and Compensation Committee. Tom Fitzgerald steps down as Interim CEO but remains CFO and a member of the Board Directors. There are no other changes to the executive team. TransCode expects to retain several finance, development and manufacturing professionals from Polynoma. Elizabeth Czerepak, MBA, has been selected as a new independent board member and becomes Chairperson of the Audit Committee, effective as of the closing of the transaction. Pursuant to the definitive agreement, the sole stockholder of Polynoma, an indirect wholly-owned subsidiary of CK Life Sciences, will receive an aggregate of 83,285 shares of common stock and 1,152.9568 shares of non-voting Series A convertible preferred stock. Concurrent with the acquisition, TransCode entered into an investment agreement with a subsidiary of CK Life Sciences in which that entity has purchased in a private placement an aggregate of 223.7337 shares of non-voting Series B convertible preferred stock for an aggregate consideration of $25M, consisting of $20M in cash and a promissory note with an aggregate principal amount of $5M. Both transactions are expected to close on October 8. This represents, on a fully diluted basis, approximately 91% for CK Life Sciences and approximately 9% for the pre-acquisition stockholders of TransCode and a combined fully diluted equity value of approximately $165M. Additional conditional payments totaling $95Mmay be payable to the CK Life Sciences subsidiary upon the achievement of clinical, regulatory and commercial milestones for seviprotimut-L. Tungsten Advisors served as the exclusive financial advisor and sole placement agent to TransCode. Orrick, Herrington & Sutcliffe, is serving as legal counsel to TransCode. Freshfields US served as legal counsel to CK Life Sciences and its subsidiaries.