XORTX to acquire renal anti-fibrotic program

Executive Summary

• XORTX Therapeutics Inc. has entered into a binding term sheet to acquire the renal anti-fibrotic therapeutic program VB4-P5 and associated intellectual property from Vectus Biosystems Ltd.
• The acquisition consideration is valued at $3.0 million (U.S.), payable entirely in XORTX common shares or equivalents.
• The VB4-P5 program is a novel small molecule targeting kidney fibrosis, currently at the pre-IND stage, with strong preclinical data and global patent protection.

Key Details

• Transaction Structure: Binding term sheet to acquire intellectual property, regulatory documentation, and manufacturing data for the VB4-P5 program from Vectus Biosystems Ltd.
• Consideration: $3.0 million (U.S.), payable in common shares or common share equivalents of XORTX.
• Pricing: Deemed issue price of 86 U.S. cents per security.
• Price Adjustment: The issue price is subject to adjustment, but will not be lower than the discounted market price (as defined by TSX Venture Exchange policies) on the last trading day prior to the issuance of the press release.
• Closing Timeline: Closing to occur no more than 90 days from the execution of the term sheet.
• Regulatory/Compliance: Subject to finalization of closing documentation, typical transaction conditions, regulatory approvals, and stock exchange/securities law compliance.
• SEC Registration: XORTX will use reasonable commercial efforts to register the securities with the U.S. Securities and Exchange Commission if requested by Vectus.
• Lock-up Agreement: Vectus will enter into a voluntary lockup agreement restricting sales of the securities for 180 days after the closing date.
• Asset Details: VB4-P5 is a patented small molecule with composition-of-matter and method-of-use claims in over 30 global jurisdictions. It targets rare and prevalent forms of kidney disease (fibrosis) and is currently at the pre-IND stage.

Notable Quotes

• "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." — Dr. Allen Davidoff, CEO of XORTX