Date: 2016-02-29
Type of information: Company acquisition
Acquired company: DNA Therapeutics (France)
Acquiring company: Onxeo (France)
Amount: €1.7 million in common shares and milestones including up to €25 million per indication developed and approved
Terms: * On March 25, 2016, Onxeo announced that it has completed the acquisition of DNA Therapeutics and its signalinterfering DNA (siDNA) repair technology and lead product candidate AsiDNA. Onxeo acquired DNA Therapeutics for an upfront payment of €1.7 million paid at closing through the issuance of 553,819 new Onxeo shares at a price per share of €3.01, corresponding to the weighted average market price of Onxeo on the Euronext Paris market over the thirty trading sessions preceding February 29, 2016. Additional payment will come in the form of milestones including €1 million in cash or in Onxeo shares, at Onxeo’s sole discretion, upon successful initiation of a Phase II trial in a selected indication as well as royalty payments on future commercial sales, up to €25 million per indication developed and approved. In conjunction with the transaction, and as previously announced, certain DNA Therapeutics’ historical shareholders have agreed to invest an aggregate amount of €1 million in cash in Onxeo through a private placement reserved to a limited number of investors, showing their full support to Onxeo and AsiDNA. This capital increase will result in the issuance of 364,958 shares at a price of €2.74, corresponding to the weighted average market price of Onxeo on the Euronext Paris market over the five trading sessions preceding the closing date, reduced by a discount of 15%. Following completion of these transactions, Onxeo’s share capital will amount to €10,367,715, divided into 41,470,860 shares. The newly created Onxeo common shares issued as a result of the acquisition of DNA Therapeutics and the private placement will be admitted on compartment B of Euronext Paris and on Nasdaq Copenhagen on the same quotation line as existing shares. * On February 29, 2016, Onxeo announced that it has reached an agreement to acquire DNA Therapeutics, a
privately-held, clinical-stage biopharmaceutical company, for its signal-interfering DNA (siDNA) repair technology, which is directed at overcoming cancer resistance mechanisms, and includes lead product candidate DT01. The acquisition, which is subject to customary closing conditions, is expected to close by the end of March 2016. Under the terms of the agreement, Onxeo is acquiring DNA Therapeutics for an upfront payment of €1.7 million in common shares at deal closing. Additional payment will come in the form of milestones including €1 million in cash or in Onxeo shares, at Onxeo’s sole discretion, upon successful initiation of a Phase II trial in a selected indication as well as royalty payments on future commercial sales, up to €25 million per indication developed and approved.
In conjunction with the transaction, in parallel with the contribution in kind, a large part of DNA Therapeutics’ historical shareholders have agreed to invest €1 million in cash in Onxeo shares, showing their full support to Onxeo to take over the development of the siDNA technology.
Details: Through DNA Therapeutics, Onxeo is acquiring a first-in-class clinical signal-interfering DNA (siDNA) molecule breaking the cycle of tumor DNA repair while sparing healthy cells. The siDNA technology offers a potential new treatment option for patients suffering from various types of cancer. Onxeo now plans to initate the development of this first-in-class product by the systemic route, and to assess their safety and tolerance in monotherapy and in combination with other DNA-damaging agents in various solid tumors. This clinical development will be implemented after first optimizing the manufacturing process, set to start as soon as the deal closes. Based on preclinical findings, Onxeo plans to evaluate the product in orphan oncology indications where a systemic application is suitable and for which there is significant unmet need, for example triple-negative breast cancer and platinum-resistant ovarian cancer.
This siDNA technology breaks the cycle of cancer DNA repair activities by interfering at the core of DNA damage and interfering with multiple repair pathways, while sparing healthy cells. The technology, known as Dbait, was invented by Marie Dutreix, Research Director at The French National Centre for Scientific Research (CNRS), and Jian-Sheng Sun, Professor at The French National Museum of Natural History (Museum National d'Histoire Naturelle) in Paris, and further developed in Dr. Dutreix’s lab at Institut Curie. DNA Therapeutics was formed as a spinout of the Institut Curie and three other French academic institutions.
The siDNA molecule is a short double-stranded DNA molecule that acts as a decoy, providing a false DNA break signal to attract DNA repair proteins which prevents the recruitment of repair enzymes to the site of actual DNA damage. Cancer cells do not have the ability to stop division in the face of DNA damage; they will continue dividing with the damaged DNA and therefore die. Healthy cells, on the other hand, will halt cell division until the compound is no longer present and damaged DNA can be repaired. In a variety of preclinical animal models, the siDNA molecule demonstrated an increase in the efficacy of radiotherapy, radiofrequency ablation, and chemotherapy, and has not lead to toxicity with repeated cycles of treatment, making it a promising candidate for both monotherapy and combination therapy. A first-in-human Phase 1/2a trial, “DNA Repair Inhibitor & Irradiation on Melanoma” (DRIIM; NCT01469455), in patients with metastatic melanoma demonstrated the safety of local administration of
the product. Additionally, no maximum-tolerated dose (MTD) was identified and the product showed excellent tumor response correlated with systemic exposure.
Related: Cancer - Oncology - Rare diseases
