RCS - PureTech Health PLC - PRTC'S Vor Announces RemeGen License & $175M PIPE

Puretech HealthAnnouncement

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RNS Number : 5093O  PureTech Health PLC  26 June 2025

26 June 2025

PureTech Health plc

 

PureTech Founded Entity Vor Bio Announces Exclusive Global License Agreement
with RemeGen for Late-Stage Autoimmune Asset and $175 Million Private
Placement

 

PureTech Health plc (https://puretechhealth.com/) (Nasdaq: PRTC, LSE: PRTC)
("PureTech" or the "Company"), a clinical-stage biotherapeutics company
dedicated to changing the lives of patients with devastating diseases, noted
that its Founded Entity, Vor Bio (Nasdaq: VOR), a clinical-stage biotechnology
company transforming the treatment of autoimmune diseases, and RemeGen Co.,
Ltd. (HKEX: 9995, SHA: 688331) announced entry into an exclusive license
agreement granting Vor Bio global rights (excluding China, Hong Kong, Macau
and Taiwan) to develop and commercialize telitacicept, a novel dual-target
fusion protein approved in China for generalized myasthenia gravis (gMG),
systemic lupus erythematosus (SLE), and rheumatoid arthritis (RA). Under the
terms of the agreement, Vor Bio will pay RemeGen an initial payment of $125
million consisting of an upfront payment of $45 million as well as $80 million
of warrants to purchase common stock with an exercise price of $0.0001 per
share. The agreement also provides for potential regulatory and commercial
milestones exceeding $4 billion, in addition to tiered royalties.

 

Vor Bio separately announced that it has entered into a securities purchase
agreement for a private placement in public equity financing (the "PIPE") that
is expected to result in gross proceeds of approximately $175 million, before
deducting expenses.

 

Pursuant to the terms of the securities purchase agreement, at the closing of
the PIPE, Vor Bio will issue prefunded warrants (the "Warrants") to purchase
an aggregate of 700,000,000 shares of common stock at a purchase price of
$0.25 per Warrant.

 

Vor Bio intends to use the net proceeds from the PIPE to advance development
of its clinical pipeline and for general corporate purposes. The PIPE is
expected to close on June 27, 2025, subject to the satisfaction of customary
closing conditions.

 

The Warrants have an exercise price of $0.0001 per share and will become
exercisable upon approval by Vor Bio stockholders of the issuance of the
shares underlying the Warrants. Vor Bio intends to hold a special stockholder
meeting to approve, among other things, the issuance of the underlying shares.

 

As of May 8, 2025, PureTech's percentage ownership in Vor Bio was
approximately 2.1%, calculated on a beneficial ownership basis in accordance
with SEC rules.

 

The full text of the announcements from Vor Bio are as follows:

 

Vor Bio Enters into Exclusive Global License Agreement with RemeGen for
Late-Stage Autoimmune Asset

 

Vor Bio receives ex-Greater China rights to develop and commercialize
telitacicept, a novel, dual-target recombinant fusion protein in global Phase
3 development for generalized myasthenia gravis

 

RemeGen receives initial payment of $125 million consisting of an upfront
payment of $45 million plus $80 million of warrants, potential regulatory and
commercial milestones exceeding $4 billion, as well as tiered royalties

 

Seasoned biopharma leader, Jean-Paul Kress, MD, appointed as Chief Executive
Officer and Chairman of the Board, bringing proven track record in clinical
development, commercialization, and strategic growth

 

CAMBRIDGE, Mass., June 25, 2025 -- Vor Bio, Inc. (Nasdaq: VOR) and RemeGen
Co., Ltd. (HKEX: 9995, SHA: 688331) today announced entry into an exclusive
license agreement granting Vor Bio global rights (excluding China, Hong Kong,
Macau and Taiwan) to develop and commercialize telitacicept, a novel
dual-target fusion protein approved in China for generalized myasthenia gravis
(gMG), systemic lupus erythematosus (SLE), and rheumatoid arthritis (RA).
Under the terms of the agreement, Vor Bio will pay RemeGen an initial payment
of $125 million consisting of an upfront payment of $45 million as well as $80
million of warrants to purchase common stock with an exercise price of $0.0001
per share. The agreement also provides for potential regulatory and commercial
milestones exceeding $4 billion, in addition to tiered royalties.

 

Telitacicept is a novel, investigational fusion protein that targets key
immune pathways involved in autoimmune disease. By selectively inhibiting BlyS
(also known as BAFF) and APRIL - cytokines critical to B cell survival -
telitacicept reduces autoreactive B cells and autoantibody production. RemeGen
is conducting a global Phase 3 clinical trial which is now enrolling in the
United States, Europe, and South America, with initial results expected in the
first half of 2027.

 

Vor Bio also announced that its Board of Directors (the "Board") has appointed
Jean-Paul Kress, M.D., as Chief Executive Officer and Chairman of the Board,
effective today. This follows Dr. Robert Ang's resignation from the positions
of Chief Executive Officer and director earlier today. Dr. Ang will continue
with Vor Bio as a strategic advisor to assist in the transition through
October 2025. Dr. Kress's strategic vision and track record of transformative
leadership position him to guide the company into its next phase of growth.

 

"I am absolutely thrilled to be leading Vor Bio as we transform the company to
become a major player in autoimmune disease treatment," said Dr. Kress,
Chairman and Chief Executive Officer, Vor Bio. "Targeting BAFF/APRIL signaling
with telitacicept represents a significant advancement in addressing
autoantibody driven diseases, which is highly differentiated from other
modalities in this space. With a clinically advanced asset, we are uniquely
positioned to develop this innovative therapy, with the goal of making a
meaningful impact for patients living with autoimmune diseases around the
world."

 

Dr. Kress brings decades of executive leadership experience in the
pharmaceutical and biotech industries. He most recently served as Chief
Executive Officer of MorphoSys, where he led the development, approval and
commercialization of Monjuvi®️ (tafasitamab), and advanced the company's
pipeline through the landmark acquisition of Constellation Pharmaceuticals in
2021, strengthening MorphoSys' position in oncology innovation and ultimately
leading to its subsequent acquisition by Novartis in 2024. Prior to that, he
was CEO of Syntimmune, guiding its lead immunology program through to
acquisition by Alexion Pharmaceuticals. He currently serves on the Board of
Sanofi S.A. and has held senior roles across leading biopharma companies.

 

"Today marks a transformative milestone for RemeGen and the global development
of telitacicept," said Dr. Jianmin Fang, CEO of RemeGen. "The strategic
out-licensing of telitacicept's ex-China rights accelerates our mission to
deliver this innovative therapy to patients worldwide and will help maximize
telitacicept's clinical and commercial potential on the global scale."

 

About Telitacicept

Telitacicept is a novel, investigational recombinant fusion protein designed
to treat autoimmune diseases by selectively inhibiting BLyS (BAFF) and APRIL -
two cytokines essential to B cell and plasma cell survival. This dual-target
mechanism reduces autoreactive B cells and autoantibody production, key
drivers of autoimmune pathology. In a Phase 3 clinical trial in generalized
myasthenia gravis in China, telitacicept demonstrated a 4.8-point improvement
in MG-ADL (Myasthenia Gravis Activities of Daily Living scale) vs. placebo at
24 weeks, the primary endpoint of the trial.

 

Telitacicept is approved in China for systemic lupus erythematosus (SLE),
rheumatoid arthritis (RA), and generalized myasthenia gravis (gMG). A global
Phase 3 clinical trial in gMG is currently underway across the United States,
Europe, and South America to support potential approval in the United States
and Europe.

 

About Vor Bio

Vor Bio is a clinical-stage biotechnology company transforming the treatment
of autoimmune diseases. The company is focused on rapidly advancing
telitacicept, a novel dual-target fusion protein, through Phase 3 clinical
development and commercialization to address serious autoantibody-driven
conditions worldwide. For more information visit www.vorbio.com.

 

About RemeGen Co. Ltd.

Founded in 2008, RemeGen is a leading biopharmaceutical company in China
committed to providing solutions to the unmet clinical needs of patients
suffering from life-threatening illnesses. RemeGen has research laboratories
and offices in China and the United States. The company is committed to
discovering, developing, and commercializing innovative and differentiated
biologic drugs of significant clinical value in the key therapeutic areas of
autoimmune, oncology, and ophthalmic diseases.

 

# # #

 

Vor Bio Announces $175 Million Private Placement

 

CAMBRIDGE, Mass., June 25, 2025 -- Vor Bio (Nasdaq: VOR), a clinical-stage
biotechnology company transforming the treatment of autoimmune diseases, today
announced that it has entered into a securities purchase agreement for a
private placement in public equity financing (the "PIPE") that is expected to
result in gross proceeds of approximately $175 million, before deducting
expenses.

 

Private Placement

Pursuant to the terms of the securities purchase agreement, at the closing of
the PIPE, Vor Bio will issue prefunded warrants (the "Warrants") to purchase
an aggregate of 700,000,000 shares of common stock at a purchase price of
$0.25 per Warrant.

 

The PIPE included a syndicate of world-class investors including Vor Bio's
existing stockholder RA Capital Management, as well as Mingxin Capital,
Forbion, Venrock Healthcare Capital Partners, Caligan Partners and NEXTBio.

 

Vor Bio intends to use the net proceeds from the PIPE to advance development
of its clinical pipeline and for general corporate purposes. The PIPE is
expected to close on June 27, 2025, subject to the satisfaction of customary
closing conditions.

 

The Warrants have an exercise price of $0.0001 per share and will become
exercisable upon approval by Vor Bio stockholders of the issuance of the
shares underlying the Warrants. Vor Bio intends to hold a special stockholder
meeting to approve, among other things, the issuance of the underlying shares.

The securities being issued and sold in the PIPE have not been registered
under the Securities Act of 1933, as amended (the "Securities Act").
Accordingly, these securities may not be offered or sold in the United
States, except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Securities
Act. Concurrently with the execution of the securities purchase agreement,
Vor Bio and the investors named therein entered into a registration rights
agreement pursuant to which Vor Bio has agreed to file a registration
statement with the Securities and Exchange Commission registering the resale
of the shares of common stock issuable upon the exercise of the Warrants.

 

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.

 

About Vor Bio

Vor Bio is a clinical-stage biotechnology company transforming the treatment
of autoimmune diseases. The company is focused on rapidly advancing
telitacicept, a novel dual-target fusion protein, through Phase 3 clinical
development and commercialization to address serious autoantibody-driven
conditions worldwide. For more information visit www.vorbio.com.

 

# # #

 

About PureTech Health

PureTech is a clinical-stage biotherapeutics company dedicated to giving life
to new classes of medicine to change the lives of patients with devastating
diseases. The Company has created a broad and deep portfolio through its
experienced research and development team and its extensive network of
scientists, clinicians, and industry leaders that is being advanced both
internally and through its Founded Entities. PureTech's R&D engine has
resulted in the development of 29 therapeutics and therapeutic candidates,
including three that have been approved by the U.S. Food and Drug
Administration. A number of these programs are being advanced by PureTech or
its Founded Entities in various indications and stages of clinical
development, including registration-enabling studies. All of the underlying
programs and platforms that resulted in this portfolio of therapeutic
candidates were initially identified or discovered and then advanced by the
PureTech team through key validation points.

 

For more information, visit www.puretechhealth.com
(http://www.puretechhealth.com) or connect with us on X (formerly Twitter)
@puretechh.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that are or may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements contained in this press release that do not relate to
matters of historical fact should be considered forward-looking statements,
including without limitation those related to Vor Bio's plans for development
and commercialization of telitacicept, the potential of telitacicept in
various indications, the timing and pace of patient enrollment and dosing in
clinical trials and the availability of data therefrom, the expected safety
profile of telitacicept, the market opportunities for telitacicept, the
ability of telitacicept to transform patient lives, Vor Bio's statements
regarding the PIPE, including expected proceeds, expected use of proceeds and
expected closing, expectations and timing with respect to a special
stockholder meeting, and Vor Bio's and our future prospects, developments and
strategies. The forward-looking statements are based on current expectations
and are subject to known and unknown risks, uncertainties and other important
factors that could cause actual results, performance and achievements to
differ materially from current expectations, including, but not limited to,
those risks, uncertainties and other important factors described under the
caption "Risk Factors" in our Annual Report on Form 20-F for the year ended
December 31, 2023, filed with the SEC and in our other regulatory filings.
These forward-looking statements are based on assumptions regarding the
present and future business strategies of the Company and the environment in
which it will operate in the future. Each forward-looking statement speaks
only as at the date of this press release. Except as required by law and
regulatory requirements, we disclaim any obligation to update or revise these
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

Contact:

PureTech

Public Relations

publicrelations@puretechhealth.com (mailto:publicrelations@puretechhealth.com)

Investor Relations

IR@puretechhealth.com (mailto:IR@puretechhealth.com)

 

UK/EU Media

Ben Atwell, Rob Winder

+44 (0) 20 3727 1000

puretech@fticonsulting.com (mailto:puretech@fticonsulting.com)

 

US Media

Justin Chen

+1 609 578 7230

justin@tenbridgecommunications.com (mailto:justin@tenbridgecommunications.com)

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