MELBOURNE, Australia and INDIANAPOLIS, Jan. 13, 2025 (GLOBE NEWSWIRE) — Telix Pharmaceuticals Limited (ASX: TLX, Nasdaq: TLX, Telix, the Company) today announced that it has entered into an asset purchase agreement with antibody engineering company ImaginAb, (ImaginAb) to acquire… A portfolio of next-generation therapeutic candidates, a proprietary novel biotechnology platform and a facility for protein engineering research and discovery to enhance existing innovation capabilities.
This transaction adds a pipeline of early-stage drug candidates against high-value targets including DLL31 and integrin αvβ62, as well as several other novel targets in the discovery phase. These next generation drug candidates fit synergistically into Telix's therapeutics pipeline, enabling expansion into future treatment areas with unmet clinical need. The acquired intellectual property uses small, engineered antibody formats that enable highly specific targeting of cancer, as well as rapid tumor uptake and blood clearance. This technology has the potential to be very effective in imaging and treating tumors using a wide range of radioisotopes, with alpha emitters being of particular interest.
The deal also includes a state-of-the-art research facility in California, staffed by a talented team of discovery, protein engineering and radiopharmaceutical development experts. Together, these assets will provide Telix with additional in-house capabilities in antibody engineering and preclinical development, as well as a new biologicals platform to create Telix's next generation of precision medicine and therapeutic products, beyond its current clinical stage pipeline.
The combination of a proprietary drug discovery platform, a pipeline of promising therapeutic assets and a talented team of subject matter experts will enhance Telix's ability to research and innovate now and in the future,” said Richard Valix, Chief Therapeutics Officer at Telix. This acquisition will enable Telix to explore new disease areas using the latest radiotherapy technologies.
Dr. Anna M. Wu, co-founder and board member of ImaginAb, added that as the radiopharmaceutical sector gains momentum, there is a great need for targeting agents to be more selective, deliver less off-target radiation, and better match the pharmacology and radiobiology of the nuclide. Certain radioactivity. The team's deep expertise in antibody engineering and resulting development of valuable, proprietary platform technology has led to clinical proof of concept. Telix is the right partner to unlock the future therapeutic potential of this platform.
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Telix will acquire these assets through an asset purchase agreement with a concurrent technology license agreement to be signed at closing. The purchase price of the transaction is US$45 million (A$73 million)3, consisting of US$10 million in cash and US$31 million in equity at closing, and a deferred payment of up to US$4 million in equity at closing. Compensation period of 15 months. Upon the achievement of certain key development and commercial milestones, Telix will pay up to US$185 million (A$299 million), a portion of which may be paid in cash or shares at Telix4's election. Royalties are also paid on low-single-digit net sales on a limited number of platform and early-stage products after the first four products are developed, in addition to single-digit sublicensing fees, as applicable.
Telix will issue ordinary shares to ImaginAb under its Listing Rule 7.1, as consideration for the acquisition. Advance consideration for the shares will be subject to voluntary escrow restrictions (lock-up/leakage) with equal tranches of escrow released 60, 90 and 120 days after closing. Completion of the transaction is subject to customary conditions, including regulatory and other third party approvals. Telix cannot guarantee that this transaction will close in any specific time frame or in accordance with the terms summarized here, if it closes at all.
See Telix's disclosures and Appendix 3B filed with the ASX today for more information.
About ImagineApp
ImaginAb is a global, revenue-generating clinical-stage biotechnology company developing the next generation of radiopharmaceutical products and imaging agents. These patented products contain engineered antibodies that maintain the specificity of full-length antibodies while remaining biologically inactive in the body. These new targeting agents are used with widely available positron emission tomography (PET) and optical imaging technology and are able to bind specifically to cell surface targets.
Following the completion of its deal with Telix Pharmaceuticals, ImaginAb, Inc. will focus on… is developing its lead imaging candidate, CD8 ImmunoPET, which is currently in phase II clinical trials and has been licensed by several pharmaceutical and biotechnology companies for use in imaging within immunotherapy. Clinical trials, primarily in oncology.
Jefferies LLC and Stifel, Nicolaus & Company, Incorporated served as financial advisors to ImaginAb in this transaction.
Disclosures
Telix Managing Director and Group CEO, Dr. Christian Birnbruch, is a non-ImaginAb shareholder, holding less than 1% of the share capital as his sole stake in the company. Dr. Behrenbruch declined to proceed with the transaction and the Telix Board of Directors approved the standalone acquisition. Dr. Behrenbruch has voluntarily chosen, by binding undertaking, to donate any enrichment from the transaction resulting from his contribution to charity.
on TELEX PHARMACEUTICALS LIMITED
Telix is a biopharmaceutical company focused on the development and commercialization of therapeutic and diagnostic radiopharmaceuticals and associated medical technologies. Telix is headquartered in Melbourne, Australia, with international operations in the United States, Canada, Europe (Belgium and Switzerland) and Japan. Telix develops a portfolio of clinical and commercial stage products aimed at addressing significant unmet medical needs in the treatment of oncology and rare diseases. Telix is listed on the Australian Securities Exchange (ASX: TLX) and the Nasdaq Global Select Market (Nasdaq: TLX).
Telix's lead imaging product, gallium-68 (68Ga) gozetotide injection (also known as 68Ga PSMA-11 and marketed under the brand name Illuccix ®), has been approved by the US Food and Drug Administration (FDA)5 and by the FDA Australian Goods Administration (TGA) 6, Health Canada 7. No other Telix product has received marketing authorization in any jurisdiction.
Visit www.telixpharma.com for further information about Telix, including details of the latest share price, announcements made to the ASX, investor and analyst presentations, news releases, details of other events and publications which may be of interest. You can also follow Telix on X and LinkedIn.
Telex Investor Relations
Ms. Kian Williamson
TELEX PHARMACEUTICALS LIMITED
Senior Vice President of Investor Relations and Corporate Communications
Email: kyahn.williamson@telixpharma.com
The publication of this announcement has been approved by the Telix Pharmaceuticals Limited Disclosure Committee on behalf of the Board of Directors.
Legal notices
You should read this announcement together with our risk factors, as disclosed in our most recent reports filed with the Australian Securities Exchange (ASX) and the U.S. Securities and Exchange Commission (SEC), including our registration statement on Form 20-F filed with US Securities and Exchange Commission (SEC). , or on our website.
The information in this announcement is not intended to be an offer to subscribe for, a solicitation or a recommendation with respect to the securities of Telix Pharmaceuticals Limited (Telix) in any jurisdiction, including the United States. The information and opinions contained in this announcement are subject to change without notice. To the maximum extent permitted by law, Telix disclaims any obligation or undertaking to update or revise any information or opinions contained in this announcement, including any forward-looking statements (as referred to below), whether as a result of new information or future developments. . Or a change in expectations, assumptions, or otherwise. No representation or warranty is made, express or implied, as to the accuracy or completeness of the information contained or opinions expressed in the context of this advertisement.
This announcement may contain forward-looking statements, including within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, that relate to expected future events, financial performance, plans, strategies or business developments. Forward-looking statements can generally be identified by the use of words such as may, expect, intend, plan, estimate, expect, believe, forecast, predict and guide, or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Looking statements. Forward-looking statements are based on Telix's good faith assumptions regarding financial, market, regulatory and other risks and considerations that exist and affect Telix's business and operations in the future, and there can be no assurance that any of the assumptions will prove effective. be true. In the context of Telix's business, forward-looking statements may include, but are not limited to, statements about: the initiation, timing, progress and results of Telix's preclinical and clinical trials, and Telix's research and development programs; Telix's ability to develop, enroll and successfully complete product candidates in clinical studies, including multinational clinical trials; the timing or likelihood of filings and regulatory approvals for Telix's product candidates, manufacturing activities and product commercialization activities; Telix's sales, marketing, distribution and manufacturing capabilities and strategies; Commercialize Telix's product candidates, if or when approved; Telix's ability to obtain sufficient supplies of raw materials at reasonable costs for its products and product candidates; estimates of Telix's expenses, future revenues and capital requirements; Telix's financial performance; developments regarding Telix's competitors and the industry; and pricing and compensation of Telix product candidates, if and after they are approved. Telix's actual results, performance or achievements may differ materially from those that may be expressed or implied by such statements, and the differences may be adverse. Accordingly, you should not place undue reliance on these forward-looking statements.
©2025 Telex Pharmaceuticals Limited. The Telix Pharmaceuticals ® and Illuccix ® names and logos are trademarks of Telix Pharmaceuticals Limited and its subsidiaries” All rights reserved.
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1 Delta-like ligand 3, a cell surface protein overexpressed in high-grade neuroendocrine tumors and small cell lung cancer (SCLC).
2 Integrin αvβ6 is a cell surface protein that is overexpressed during wound healing and in cancer.
3 All references were converted to Australian dollars at an exchange rate of 1.614.
4 Refer to the Appendix to this announcement and Appendix 3B filed with the ASX today for further details.
5 Telix ASX disclosure as at 20 December 2021.
6 Telix ASX disclosure as of 2 November 2021.
7 Telix ASX disclosure dated 14 October 2022.
Source: Telex Pharmaceuticals Limited
