In a pair of deals, TransCode Therapeutics has bagged Polynoma and its phase 3 cancer vaccine, as well as a $25 million injection into its cash-strapped coffers—but in doing so, the company is trading away most of its equity.
Publicly traded TransCode ended June with $7.4 million in cash. Having burned through $7.3 million over the first half of the year, the biotech warned investors of substantial doubt about its ability to continue for another 12 months. With a market cap of around $10 million, TransCode had limited power to raise money from public investors to support its plans.
Enter CK Life Sciences. Polynoma’s sole stockholder is an indirect wholly-owned subsidiary of the Hong Kong-listed CK. TransCode has agreed to buy Polynoma in an all-stock deal, the company announced on Oct. 8.
In conjunction with the deal, a CK subsidiary has agreed to invest $25 million in TransCode in exchange for a large tranche of shares. The investment consists of $20 million in cash and a $5 million note.
Once the deals close, CK will own around 91% of the resulting company. Pre-acquisition stockholders of TransCode will own the remaining 9%. TransCode could pay the CK subsidiary up to $95 million if Polynoma’s cancer vaccine, seviprotimut-L, hits clinical, regulatory and commercial milestones.
Seviprotimut-L is an off-the-shelf vaccine that contains human melanoma antigens. Exposing the body to the antigens is intended to stimulate both humoral and cellular immune responses, leading to the death of tumor cells. Polynoma completed a phase 3 study of the vaccine in 2021, delivering results that left researchers relying on an exploratory efficacy model to make the case for further development.
Preparations for a phase 3 confirmatory trial are underway, but TransCode’s next milestones center on its internal program TTX-MC138. The company is planning to start a phase 2a trial of the microRNA-10b inhibitor next year.
TransCode named Philippe Calais, Ph.D., as its CEO in a statement disclosing the deals. Calais, who joined TransCode’s board in 2018, has replaced Tom Fitzgerald, who had held the CEO position on an interim basis. Fitzgerald is staying on as Chief Financial Officer.
TransCode shares spiked after the news and were trading up about 16% to $14.18 at 11 a.m. ET on Wednesday.