Sonnet BioTherapeutics agrees to buy Relief Therapeutics

RELIEF THERAPEUTICS Holding SA announces that it has executed a binding Share Exchange Agreement (the “Agreement”) with Sonnet BioTherapeutics, Inc. (“Sonnet”). Sonnet is a privately held, oncology-focused biotechnology company developing targeted biologic drugs based on their innovative Fully Human Albumin Binding (“FHABTM”) platform. With this Agreement, Sonnet will acquire, providing certain condition precedents are met, all outstanding shares of the subsidiary of Relief, i.e. Relief Therapeutics SA.

Relief Therapeutics SA has executed, on 28 August 2015, a license agreement with Ares Trading SA, a wholly-owned subsidiary of Merck KGaA (“Merck”), for the exclusive, worldwide right to research, develop, use and commercialize atexakin alfa (“Atexakin”, or the “Molecule” or “SON-080” or the “Asset”). Atexakin is a low-dosage formulation of interleukin-6 (IL-6), a natural mammalian cytokine of 185 amino acids with pleiotropic functions in different tissues and organs for which clinical Phase I/II studies were conducted in thrombocytopenic cancer patients by Serono International (“Serono”), later acquired by Merck. Additional pre-clinical results generated by Serono in specific animal models have demonstrated the ability of Atexakin to regrow nerves and reinstate their normal functions, suggesting its potential to treat a cluster of diseases referred to as neuropathies. Furthermore, based on precedent clinical investigations in different settings involving hundreds of patients documenting the safety of the Molecule at the dose intended to be used, Sonnet is committed to fund and pursue the development of Atexakin in Chemotherapy Induced Peripheral Neuropathy (“CIPN”). The Asset could also be extended to other diseases, in particular Diabetic Neuropathy.

The terms of the Agreement include payment to Relief of 7,111,947 common shares of Sonnet out of the aggregate total number issued and outstanding common stock as of the date of this Agreement. Upon closing, Sonnet will immediately assume the development of SON-080 together with its proprietary experimental drugs. The Agreement, subject to normal closing conditions, is expected to close at the time that Sonnet becomes a publicly traded corporation.

At the closing of the transaction, Sonnet is expected to be well positioned with financing to develop not only Atexakin, but also to move forward Sonnet’s proprietary FHABTM technology, which has the potential to deliver safer, more effective anti-cancer treatments.

The acquisition of Relief’s subsidiary by Sonnet well positions the Atexakin development program by propelling it forward towards the market with the ultimate goal of hopefully positively transforming the lives of affected patients” commented Raghuram (Ram) Selvaraju, PhD, MBA, Chairman of Relief. “We are excited about the opportunity to work with the Sonnet team, which brings extensive drug development expertise and will add supplementary value to that brought by the previous developments of the Asset.

After carefully reviewing the preclinical and clinical data, we believe Atexakin has the potential to be a safe and effective treatment for CIPN, where there are currently no approved disease modifying therapies” commented Pankaj Mohan, PhD, Chairman of Sonnet. “Owing to the size of the patient population and corresponding high unmet medical need, we see Atexakin as having the potential to eventually become a blockbuster product. We are excited to integrate it into our existing pipeline of oncology assets.

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