Veraxa Biotech has signed a merger agreement with Voyager Acquisition, a special purpose acquisition company (SPAC) listed on NASDAQ, to form a publicly traded biopharmaceutical company focused on novel cancer therapies.
The proposed business combination values Veraxa Biotech at an implied pro forma equity value of approximately $1.64bn, assuming no redemptions by Voyager’s public shareholders.
Following the closing of the transaction, Veraxa Biotech intends to list on NASDAQ under the ticker symbol “VERX.” The merger will provide the company with access to capital and infrastructure to scale its oncology pipeline, which includes both clinical-stage and discovery-phase assets.
Veraxa Biotech is developing next-generation antibody-based therapies, with a proprietary technology platform known as Bi-Targeted Antibody Cytotoxicity (BiTAC). This approach enables dual-marker targeting to improve precision in treating solid tumours.
The company’s lead asset, VX-A901, is currently undergoing a Phase 1 clinical trial in patients with leukaemia. VX-A901 is designed to target FLT3 with an Fc-enhanced antibody, potentially offering complementary mechanisms to existing treatment options.
The company’s pipeline consists of nine programmes across discovery and clinical stages. These include bispecific antibody-drug conjugates (bsADCs) and T cell engagers (TCEs), two therapeutic categories within the oncology space expected to grow significantly.
Veraxa Biotech CEO and co-founder Christoph Antz said: “Veraxa is committed to developing and delivering the next wave of safe and highly efficacious cancer therapies. Our platform technologies can be applied to empower multiple therapeutic strategies spanning next-generation antibody-drug conjugates including our BiTAC ADCs and bi-specific BiTAC immune cell engagers.
“Side effects too often limit today’s cancer therapies and prevent doctors from applying optimal dose levels. Our latest platform innovation, the BiTAC format, is designed to specifically address this issue and create first-in-class drug candidates with unprecedented safety and efficacy.”
Under the merger agreement, Veraxa Biotech’s shareholders will receive approximately 130 million shares in the combined company in exchange for their existing equity holdings. No cash proceeds will be distributed to Veraxa Biotech’s shareholders or management, who will roll over their equity in full.
The business combination will also provide Veraxa Biotech access to up to $253m in cash currently held in Voyager’s trust account, prior to deductions for transaction expenses.
In parallel, the company is conducting a crossover financing round, with participation from existing and new investors. The proceeds from this raise are expected to extend Veraxa Biotech’s operational runway by two years, excluding additional funds from potential strategic partnerships.
Veraxa Biotech’s majority shareholders include XlifeSciences, a publicly listed Swiss life science incubator, as well as the European Molecular Biology Laboratory (EMBL) and its commercial arm EMBLEM.
Its dual-track strategy of internal innovation and collaborative licensing aims to build a robust portfolio of oncology assets. By 2029, Veraxa Biotech expects to have at least three proprietary clinical-stage therapies, alongside a growing suite of out-licensed candidates.
Through this SPAC transaction, Veraxa Biotech aims to accelerate the deployment of its therapeutic platform into clinical settings, with a focus on improving efficacy and safety across cancer indications.
The access to public capital markets is expected to enhance the company’s ability to reach broader geographies and deepen research partnerships across the oncology landscape.
Voyager CEO and director Adeel Rouf said: “Voyager’s mission is to identify innovative healthcare companies positioned for long-term success with strong business models and expansive total addressable markets. Veraxa exemplifies all these compelling characteristics, underscored by a steadfast commitment to bring transformative drug modalities to cancer patients through pursuing strategic global partnerships and advancing its proprietary pipeline.
“We believe that the rapid change that ADCs and bispecific therapies have delivered and will continue to deliver to cancer therapy creates compelling opportunities for those with the vision to capitalise on them.”
The proposed SPAC merger has received unanimous approval from the boards of directors of both Veraxa Biotech and Voyager. The transaction is expected to be completed in Q4 2025, subject to shareholder approvals and regulatory conditions.
