Thalia Therapeutics (LSE:THAT), an AIM-listed RNA therapeutics developer, is acquiring Sanmirna Therapeutics, the US-based owner of a clinical-stage RNA therapy for acute myeloid leukaemia (AML), in a deal structured around upfront consideration and milestone-linked deferred payments totalling up to £12 million.
The acquisition's primary asset is miRisten, an RNA therapy currently in a Phase 1 clinical trial targeting AML, a disease with a global treatment market valued at over $2 billion.
Deferred consideration is tied to clinical, regulatory and commercial milestones: £4.1 million on Phase 1 completion, £3.9 million on dosing a third patient in a Phase 3 or label-enabling study, and further payments on US and EU approval and on annual net sales exceeding $250 million.
Sanmirna's four vendors, which include NLC Ventures Netherlands (42.87%), City of Hope (31.5%) and Thalia's own chief executive David Solomon (19.05%), are participating in the accompanying fundraise.
Thalia is raising £2.75 million through an oversubscribed placing and subscription at 0.6p per share, with directors and vendors subscribing for £1.29 million of that total.
Proceeds will fund miRisten through Phase 1 completion, targeted for the first half of 2027, advance Thalia's bispecific cardiovascular assets toward US IND status, and cover working capital and transaction costs.
Completion of the acquisition, which transforms Thalia from a drug delivery platform into a clinical-stage therapeutics company, is subject to shareholder approval at the forthcoming AGM.
