PERTH: Invex Therapeutics Limited (ASX: IXC) announced Monday it has entered a binding share purchase agreement to acquire 100% of Rekover Therapeutics Limited, a New Zealand biotechnology company repurposing nalfurafine for the treatment of demyelinating diseases, including chronic optic neuropathy in multiple sclerosis patients.

The consideration is 45 million Invex shares and 91.25 million performance rights in three classes, which vest upon achievement of milestones related to the REVIVE Study and the regulatory pathway for nalfurafine. No cash consideration is payable.

Rekover, established in 2020, holds licenses to patents covering nalfurafine for demyelinating diseases, with patents issued in the United States, Europe, Australia and Russia and applications pending in Canada and New Zealand. The intellectual property is in-licensed from Victoria University of Wellington. Nalfurafine is an approved anti-itch drug used in Japan and Korea for dialysis patients.

Rekover has designed the REVIVE Study, a Phase 2a randomized, double-blind, placebo-controlled trial evaluating the efficacy, safety, tolerability and pharmacokinetics of nalfurafine in chronic optic neuropathy in relapsing remitting multiple sclerosis patients.

The study will be conducted at sites in Australia and New Zealand, with 75 to 195 participants randomized to receive 10 micrograms, 5 micrograms or placebo once daily for 12 months.

An interim analysis is planned about six months after the 75th patient is dosed. The primary efficacy endpoint is change from baseline in best corrected low contrast letter acuity at 12 months.

Invex said it has received firm commitments from professional and sophisticated investors for a placement of 11.25 million shares at 8 cents per share to raise $900,000 before costs, issued under existing placement capacity.

The company will also undertake a placement of 113.75 million shares at 8 cents per share to raise $9.1 million before costs, subject to shareholder approval. Together the placements will raise $10 million before costs, to be applied principally to the REVIVE Study and continued development of Invex’s existing Exenatide assets.

Tenmile, an associate of Tattarang Pty Ltd, will subscribe for $4.5 million under the placement. Tattarang currently holds 8,846,154 shares, or 11.77% of Invex. On completion, the voting power of Tenmile, Tattarang and their associates will increase from 10.24% to 32.39%.

Invex will seek shareholder approval for the Tattarang Group to acquire relevant interests under section 611 (item 7) of the Corporations Act, for the acquisition of Tenmile’s Rekover shares under Listing Rule 10.1, and for the issue of performance rights and Tenmile options under Listing Rule 10.11.

Moore Australia (WA) Pty Ltd has been engaged to prepare an Independent Expert’s Report on whether the transactions subject to the section 611 and Listing Rule 10.1 approvals are fair and reasonable to shareholders not associated with the Tattarang Group.

Dr Robert Peach, incoming non-executive director and nominee of the vendors, said he was excited to join the Invex board. “This transaction, supported by a very strong body of science from Victoria University in Wellington, funds the REVIVE clinical study which explores the potential of nalfurafine to induce neurological repair in patients with multiple sclerosis,” Peach said.

Peach has more than 30 years of drug discovery and development experience and co-founded Receptos Inc., where as chief scientific officer he led development of the multiple sclerosis drug ozanimod through late-stage clinical trials prior to Receptos’ $7.2 billion acquisition by Celgene.

The performance rights will vest on achievement of three milestones: Class A rights (22,812,500) on an interim read resulting in continued trial with an Independent Interim Report delivered; Class B rights (45,625,000) on primary trial endpoints being met for at least one dose of nalfurafine with a clinical study report delivered; and Class C rights (22,812,500) on an investigational new drug application for a nalfurafine clinical trial submitted to the U.S. Food and Drug Administration having become effective.

The rights expire four, 4.5 and five years from issue for Classes A, B and C respectively. To the extent not already vested, all performance rights will vest on completion of a qualifying transaction, defined as a sale of all or substantially all of the nalfurafine intellectual property or all shares in Rekover, an exclusive license or partnering arrangement for commercial development of nalfurafine in the U.S., European Union or United Kingdom, or a change of control of Invex.

Invex has agreed to pay CPS Capital Group Pty Ltd, the lead manager, an execution fee of $225,000, a management fee of 2% for managing the placement, and a placing fee of 4% for funds raised under the placement. Subject to shareholder approval, the company will issue 10 million options to the lead manager and up to 9.5 million options to Tenmile at an issue price of $0.0001 per option, each exercisable at 14 cents on or before the date three years from issue.

Invex intends to apply its existing cash reserves and placement funds over the 12 months following completion as follows: $750,000 (5.36%) for estimated cash costs of the transaction; $2.975 million (21.25%) for expenditure on the existing business; $6.7 million (47.85%) for expenditure on the Rekover business including the REVIVE Study; and $3.575 million (25.54%) for working capital and corporate administration, for a total of $14 million.

Completion is subject to conditions including shareholder approval under section 611 (item 7) of the Corporations Act and Listing Rule 10.1, receipt of an Independent Expert’s Report, completion of legal due diligence, receipt of firm commitments for a minimum $9.1 million placement at not less than 8 cents per share, conversion of Rekover convertible notes, and regulatory approvals. A general meeting is expected in early December 2026, with completion expected the same month.

On completion, Invex will appoint Peach as a non-executive director. Tenmile will have the right to nominate a non-executive director for as long as it holds at least 10% of shares on issue.

Following completion, Invex’s capital structure will comprise 245,153,848 shares, 20,610,000 options and 91,250,000 performance rights.

Invex is a biopharmaceutical company focused on repurposing Exenatide, trademarked as Presendin, for neurological conditions involving raised intracranial pressure. The company said it will continue to develop its existing Exenatide assets, including research collaboration with Tessara Therapeutics Pty Ltd and a proposed Phase IIa trial in adults in critical care with traumatic brain injury, subarachnoid hemorrhage and stroke.