TransCode Therapeutics announced the acquisition of Polynoma LLC, a privately-held immuno-oncology company, in a strategic transaction that positions the combined entity as a unique player in both microRNA therapeutics and cancer vaccines. The deal, valued at approximately $165 million on a fully diluted basis, was accompanied by a $25 million investment from CK Life Sciences Int'l., (Holdings) Inc.
Strategic Acquisition Expands Oncology Pipeline
The acquisition brings TransCode immediate access to seviprotimut-L, a novel polyvalent shed antigen vaccine designed for the adjuvant treatment of stage IIB and IIC melanoma patients. The therapeutic candidate represents a significant addition to TransCode's pipeline, as it has already been safely administered in more than 1,000 patients and is positioned for Phase 3 development.
Philippe Calais, PharmD, PhD, who was appointed as TransCode's Chief Executive Officer concurrent with the transaction, emphasized the strategic value of combining the two platforms. "This acquisition allows us to create a unique and broader pipeline with Phase 3 ready seviprotimut-L, and potentially realize synergies between both technologies, for the ultimate benefit of patients suffering from cancer and metastases," Calais stated.
Addressing Unmet Medical Needs in Melanoma
The combined approach targets a specific gap in melanoma treatment, particularly for patients with stage IIB and IIC disease who have limited therapeutic options. Calais noted the potential for augmenting seviprotimut-L's focus with TransCode's microRNA lead program, TTX-MC138, "by addressing the micrometastases in stage IIB and IIC melanoma patients."
TTX-MC138 targets microRNA-10b, which is believed to be a master regulator of metastatic cancer across multiple indications. The $25 million investment from CK Life Sciences will be used primarily to advance this lead microRNA asset into Phase 2 clinical trials.
Comprehensive Pipeline Development
The expanded TransCode pipeline now includes multiple clinical and pre-clinical programs:
Clinical Stage Programs:
- TTX-MC138: Targets microRNA-10b for metastatic cancer treatment
- Seviprotimut-L: Novel polyvalent shed antigen vaccine for melanoma patients
Pre-clinical Programs:
- R&D exploration combining TTX-MC138 and seviprotimut-L technologies
- TTX-siPDL1: siRNA-based modulator of PD-L1
- TTX-RIGA: RNA-based agonist of RIG-I
- TTX-siMYC: RNA-based inhibitor of c-MYC
Transaction Structure and Ownership
Under the definitive agreement, CK Life Sciences will receive 83,285 shares of common stock and 1,152.9568 shares of non-voting Series A convertible preferred stock. The concurrent investment involves the purchase of 223.7337 shares of non-voting Series B convertible preferred stock for $25 million, consisting of $20 million in cash and a $5 million promissory note.
The transaction results in approximately 91% ownership for CK Life Sciences and 9% for pre-acquisition TransCode stockholders on a fully diluted basis. Additional conditional payments totaling $95 million may be payable upon achievement of clinical, regulatory, and commercial milestones for seviprotimut-L.
Alan Yu, deputy chairman and executive director of CK Life, indicated during a media luncheon that share conversion is expected to be completed within six to nine months, subject to TransCode shareholder approval and relevant Nasdaq rules.
Leadership and Organizational Changes
The transaction brings significant leadership changes to TransCode. Philippe Calais assumes the CEO role while remaining Chairman of the Board, stepping down from the Audit and Compensation Committees. Tom Fitzgerald transitions from Interim CEO back to his previous role as Chief Financial Officer while remaining on the Board of Directors.
Elizabeth Czerepak, MBA, joins as a new independent board member and Chairperson of the Audit Committee. TransCode expects to retain several finance, development, and manufacturing professionals from Polynoma to support the expanded operations.
The combined entity represents a strategic consolidation in the oncology space, bringing together complementary technologies that could potentially address both primary melanoma treatment and metastatic disease prevention in the same patient population.
