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XORTX Therapeutics Inc. ("XORTX" or the "Company") (NASDAQ:XRTX, TSXV:XRTX, Frankfurt: ANU))), a late stage clinical pharmaceutical company focused on developing innovative therapies to treat gout and progressive kidney disease, announces that it has entered into a binding term sheet (the "Term Sheet") to acquire a Renal Anti-Fibrotic Therapeutic Program from Vectus Biosystems Limited, an Australian Securities Exchange listed company ("Vectus"). The program includes a novel new chemical entity, VB4-P5, along with its associated intellectual property, regulatory documentation, and manufacturing data. The program is currently at the pre-IND (Investigational New Drug) stage of development and targets both rare and prevalent forms of kidney disease — areas with substantial unmet medical need.
Dr. Allen Davidoff, Chief Executive Officer of XORTX, stated, "The opportunity to acquire the VB4-P5 program was highly compelling. This program is underpinned by a novel, patented small molecule with robust global patent protection and strong preclinical evidence. It is directly aligned with our strategic focus on developing innovative therapies for progressive kidney disease, and it builds upon our mission to bring new classes of treatments to patients suffering from rare renal disorders."
The Term Sheet provides for XORTX to acquire from Vectus the intellectual property specifically related to the VB4-P5 compound and the data generated by Vectus from its work on the VB4-P5 small molecule and related assets. The consideration receivable by Vectus is USD $3.0 million, payable in common shares or common share equivalents of XORTX (the "Securities") at a deemed issue price of USD $0.86 per Security (the "Issue Price"), with the Issue Price subject to adjustment in certain circumstances provided, however, that the Issue Price will not below lower than the Discounted Market Price (as defined in the policies of the TSXV) on the last trading day prior to this issuance of this press release.
The Term Sheet is subject to finalization of closing documentation, satisfaction of conditions that are typical for a transaction of this type including receipt of all regulatory approvals, and compliance with applicable stock exchange requirements and applicable securities laws. Closing of the acquisition will occur no more than 90 days from the execution of the Term Sheet. If requested by Vectus, XORTX will use its reasonable commercial efforts to register the Securities with the Securities and Exchange Commission of the United States. In addition, Vectus will enter into a voluntary lockup agreement that, among other things, restricts sales of the Securities by Vectus for 180 days after the Closing Date.
