CK Life Sciences (00775) announced that on October 8, 2025 (after trading hours), the seller (DEFJ, LLC, an indirect wholly-owned subsidiary of the company) entered into an equity purchase agreement with the buyer (TransCode Therapeutics, Inc.). Under the agreement, the seller has agreed to sell 100% of the outstanding equity interest in the target company (ABCJ, LLC) for a total consideration of US$125 million (equivalent to approximately HK$975 million), to be paid through the issuance of consideration shares by the buyer to the seller (including buyer common stock payment shares and buyer preferred stock payment shares).
The buyer will also pay multiple milestone payments to the seller of up to US$95 million (equivalent to approximately HK$741 million) when it or its representatives first achieve corresponding milestone events. Additionally, the seller and buyer have entered into an investment agreement whereby the seller agrees to purchase and the buyer agrees to issue and sell buyer preferred stock financing shares for a total consideration of approximately US$25 million (equivalent to approximately HK$195 million).
Following the issuance of buyer common stock payment shares, the seller will hold approximately 9.1% of the buyer's outstanding common stock. After conversion of the buyer preferred stock payment shares and buyer preferred stock financing shares into buyer common stock (assuming all buyer preferred stock to be issued for these transactions is fully converted), the seller will hold approximately 90.7% of the buyer's outstanding common stock.
The target company owns 100% of all equity interests in Polynoma, which is primarily engaged in the research and development, production, and commercialization of melanoma treatment drugs. Polynoma's flagship therapeutic candidate seviprotimut-L is a proprietary multivalent melanoma cancer vaccine.
Prior to completion of the transaction, the target company is wholly owned by the seller and is an indirect wholly-owned subsidiary of the company. Upon completion of the transaction, the group will no longer hold any interest in the target company. The target company will no longer be a subsidiary of the company and will no longer be consolidated in the group's financial results.
These transactions will result in a business combination between Polynoma, which is wholly owned by the target company, and the buyer, creating synergies between the two businesses. Polynoma's flagship therapeutic candidate seviprotimut-L is a cancer vaccine targeting melanoma, while the buyer's product portfolio focuses on addressing metastatic cancer, representing a significant unmet need in oncology. These therapeutic candidates address two distinct but potentially complementary disease processes: immune escape and metastatic progression.
The buyer's product portfolio includes its flagship therapeutic candidate TTX-MC138 (currently under evaluation in Phase I/II clinical trials with no significant safety signals to date) and multiple other candidates in preclinical stages. Combined with Polynoma's flagship candidate preparing to enter Phase III, the merged business will have a diversified therapeutic product portfolio.
Furthermore, as a NASDAQ-listed entity, the buyer will help enhance market exposure for seviprotimut-L promotion while increasing its future fundraising capacity and/or ability to identify partners to accelerate development. The buyer's management team is robust with extensive experience in biotech fundraising and oncology research and development.
Through its significant stake in the buyer, the company will be able to benefit from the synergies created by the combination of the buyer's two businesses.