REG - EMV Capital PLC - Asset Purchase Agreement with Destiny Pharma

EMV CapitalAnnouncement

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RNS Number : 1851A  EMV Capital PLC  22 September 2025

Strictly embargoed for: 07.00 a.m. on 22 September 2025

 

EMV Capital plc

(EMVC, Group or the Company)

 

Asset Purchase Agreement with Destiny Pharma Limited

 

EMV Capital Plc (AIM: EMVC), the deep tech and life sciences VC investment
group, announces that its wholly owned subsidiary, Moirai Acquisitions Limited
(Bidco), has entered into an asset purchase agreement (APA) to acquire from
Destiny Pharma Limited (Destiny Pharma), for a consideration of up to
£2,475,000, certain assets relating to its XF drug platform, a novel,
ultra-rapid mechanism that reduces the chance of bacteria becoming resistance
to its action and has advantages over traditional antibiotics.

Terms of the APA

Pursuant to the terms of the APA, Bidco has acquired from Destiny Pharma (a
company in liquidation) its trading name, website and certain assets
(including intellectual property, stock and contracts) relating to the
compound XF-73 (and certain associated compounds). The consideration, payable
by Bidco, for the acquisition includes an initial cash payment of £475,000
(plus VAT) (Initial Consideration) and deferred consideration of up to £2
million (plus VAT) (Deferred Consideration). The Deferred Consideration
comprises: (i) £600,000 payable upon Bidco in the future launching a United
States Food and Drug Administration (FDA) Phase 3 clinical trial in respect of
XF-73; (ii) a further £900,000 upon Bidco's receipt of US regulatory approval
for the commercial distribution, sale or marketing of the resulting XF-73
product; and up to a further £500,000 upon Bidco's receipt of a potential
one-off milestone fee relating to net sales due under a regional development
and commercialisation agreement with the investment arm of a large
pharmaceutical company headquartered in Hong Kong.

Funding of the Initial Consideration, Deferred Consideration and Bidco working
capital

The Initial Consideration has been funded by third party funding, syndicated
by EMV Capital Partners Limited, the Company's wholly owned venture capital
and corporate finance firm. Such funding has been provided in the form of a
three year term loan with 100 per cent. warrant coverage (Warrants).

Prior to any launch of a Phase 3 clinical trial or securing US regulatory
approval, Bidco intends to carry out further fundraising activity, including
raising sufficient funding as may be required in connection with such
milestone activities and also the relevant elements of the Deferred
Consideration referred to in paragraphs (i) and (ii) above. The Deferred
Consideration described in paragraph (iii) above would be settled from a
larger amount of any milestone fee received by Bidco. As such, Bidco intends
that it will in all cases be in a position to fund the Deferred Consideration
prior to it falling due.

EMV Capital Partners has also led an equity fundraising round for Bidco to
raise up to a further £725,000 (Equity Fundraising) for the purposes of
Bidco's working capital requirements. The Equity Fundraising is anticipated to
complete within September 2025 following some post-acquisition structuring to
allow for Bidco to attract Enterprise Investment Scheme (EIS) investors.

Following completion of the Equity Fundraising (assuming raising a full
£725,000) c.£1.86 million in respect of the value of Bidco shall be added to
the Group's assets under management, comprising:

·   the equity holding of EMV Capital in Bidco, representing 43.8 per
cent. of the issued share capital (reducing to 30 per cent. on a fully diluted
basis, assuming all Warrants are exercised), which equates to a fair value of
c.£560,000 (which amount is entirely a gain to EMVC minus its initial cash
investment of just £100); and

·     the Group's third party assets under management with Bidco,
representing 56.2 per cent. of the issued share capital (rising to 70 per
cent. on a fully diluted basis assuming all Warrants are exercised), which
equates to a fair value of c.£1.3 million.

About Destiny Pharma and XF-73

Destiny Pharma was an AIM-quoted clinical stage biotechnology company focused
on the development and commercialisation of novel medicines to prevent and
cure life threatening infections. In particular, its XF-73 programme was
focused on the prevention of post-surgical site infections, a major part in
the fight against the worldwide epidemic of antibiotic resistant S. aureus
(including MRSA). Having been quoted on AIM until 13 August 2024, the company
subsequently appointed administrators on 21 August 2024 and liquidators on 1
August 2025.

Key potential benefits of the XF drug platform acquired by Bidco include:

·      ultra-rapid bacteria kill;

·      ability to kill bacteria in any growth phase;

·      ability to kill bacteria within staphylococcal bacterial
biofilms;

·      active against all Gram positive bacteria tested to date and
selected Gram negative bacteria; and

·      no bacterial (MRSA) resistance is seen to emerge.

Prior to going into administration, Destiny Pharma had completed a Phase 2b
trial for its nasal gel, and had advanced plans to launch a Phase 3 clinical
trial.

Dr Ilian Iliev, CEO of EMV Capital and Investor Director of Bidco, commented:

"We are delighted to welcome Moirai and its XF-73 assets to our Venture
Building Programme and the EMV Capital portfolio. This transaction represents
another example of our capital efficient investment approach, whereby EMV
Capital Partners is able to deploy its multi-disciplinary team to structure
and execute complex Venture Building investment opportunities and introduce
these to its network of supportive investors. EMV Capital has maintained a
significant direct stake in this exciting business whist also growing its
third party assets under management.

"As a VC we are focused on obtaining high-returns for our investors, but
equally we believe that where possible such efforts should be focused on areas
of high social impact. Our investment is in the extremely important area of
Anti-Microbial Resistance, one of the top global public health threats, and
within that specifically on preventing hospital infections and in particular
post-surgical infections. We hope to show how our capital efficient investment
approach can be applied to such contexts.

"The EMV Capital and Bidco teams have been working closely on this project
since July and we look forward to supporting the new Bidco management team in
the execution of their planned strategic development of XF-73."

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Ed Hooper, Executive Director and General Counsel of
the Company.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

For more information, please contact:

 EMV Capital plc                                                              via Rosewood

 Ilian Iliev, CEO

 Panmure Liberum Limited (NOMAD and Broker)                                   +44 (0)20 7886 2500

 Emma Earl / Will Goode / Freddy Crossley / Mark Rogers (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 Rosewood (Financial PR)                                                      +44 (0)20 7653 8702
 John West / Llewellyn Angus / Lily Pearce

 

About EMV Capital plc (EMVC)

EMV Capital plc is a deep tech and life sciences venture capital investment
group with an international portfolio of high-growth companies.

With a strategic focus on generating superior returns for investors from the
fast-growing sectors and technologies that will define our future; EMV Capital
invests in, manages and strengthens early-stage IP-rich companies.

EMV Capital holds both direct equity stakes and carried interest in its
portfolio companies, creating an evergreen structure that supports extensive
growth and value creation. EMV Capital's investment thesis is realised through
these capital sources:

·     capital-efficient investments through Group balance sheet;

·     fund management of the Evergreen EIS and Martlet Capital Funds;

·     syndicated investments leveraging its network of third-party
investors.

EMV Capital's approach is characterised by its proactive management style,
aiming to advance portfolio companies to critical value inflection points by
actively engaging with them. Companies are supported through Board
representation and the use of its Value Creation Services practice.

Headquartered in London, with a Cambridge presence and strong international
links, EMV Capital is quoted on the AIM market of the London Stock Exchange.

www.emvcapital.com (http://www.emvcapital.com/)

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