Ad hoc announcement pursuant to Art. 53 LR
Allschwil, Switzerland, December 30, 2021
Polyphor closes merger with EnBiotix and is renamed Spexis
Polyphor AG (SIX: POLN) and EnBiotix Inc. today announced the closing of the merger of the two companies and the change of name of the combined company to Spexis AG. Pursuant to completion of the capital increase approved at the extraordinary general meeting of shareholders convened on October 28, 2021, Polyphor and EnBiotix, a privately held late clinical-stage rare disease company focused on products for rare, chronic respiratory diseases, have merged, via a transaction whereby Polyphor acquired 99.6% (with the remaining 0.4% expected to follow shortly) of the outstanding capital stock of EnBiotix in exchange for 35’150’961 shares of Polyphor common stock. The acquired capital stock of EnBiotix also includes shares issued by EnBiotix via the full conversion of the USD 11 million convertible debenture financing which was communicated on December 29, 2021.
Starting January 3, 2022, all 46’375’777 Spexis AG shares recorded in the commercial registry will be listed under the ticker symbol SPEX on the SIX Swiss Exchange under the International Reporting Standard and include all former Polyphor AG shares, which remain listed under the unchanged ISIN number (CH0106213793).
As resolved on October 28, 2021, by the Shareholders’ Meeting, Jeffrey Wager is replacing Kuno Sommer as chairman. Kuno Sommer and Bernard Bollag remain Board members. Dennis Ausiello has been elected vice-chair, Dan Hartman and Robert Clarke have also joined the Board thereby replacing Andreas Wallnöfer, Hugh O’Dowd, and Silvio Inderbitzin. The Executive Committee is led by Jeffrey Wager with Stephan Wehselau, Hernan Levett and Juergen Froehlich, thereby replacing Gökhan Batur, Franziska Müller, Daniel Obrecht and Frank Weber.
“We are pleased with the successful closing of the business combination and welcome the shareholders of EnBiotix and Polyphor to Spexis”, said Jeffrey D. Wager, M.D., Chairman and Chief Executive Officer of Spexis. “We believe Spexis will pursue a unique strategy as a rare disease and oncology company. As such, we very much look forward to advancing an innovative R & D pipeline and to engaging in unique strategic corporate development to create long-term shareholder value.”
The initial pipeline of Spexis includes:
– ColiFin(R) which EnBiotix has in-licensed from PARI Pharma GmbH, a global leader in nebulized therapies, for worldwide rights ex-Europe. Approved in Europe since 2010 as a front-line therapy for lung infections in cystic fibrosis (“CF”), ColiFin(R) has a proven safety, efficacy and commercial track record which the company aims to leverage towards the U.S. and global markets – and both within and outside the field of CF.
– Inhaled murepavadin, a novel class inhaled antibiotic specifically targeting Pseudomonas aeruginosa (“PA”), is being developed for the treatment of these infections in people with CF and is beginning Phase I development using eFlow(R) Technology nebulizer (PARI Pharma GmbH).
– EBX-002, a combination of amikacin (AMK) and a potentiator molecule for NTM infections which preclinical studies to date have shown potential for superior activity compared to ARYKACE(R).
– Balixafortide, a potent and highly selective blocker of CXCR4. Following the closure of its Phase 3 program in advanced breast cancer, additional oncology and non-oncology indications for balixafortide will be evaluated both alone and in collaboration with Fosun Pharma who owns China rights.
– New CXCR4 inhibitor program focused on orphan, hematological malignancies.
– Preclinical OMPTA BamA and LptA programs funded by CARBX targeting WHO Priority 1 bacterial infections planned to be developed for hospital acquired bacterial infections.
– Company aims to in-license or acquire other rare disease and oncology assets that will consolidate its position in these therapeutic areas.
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