Full Press Release Details
Therapeutics Announces Proposed Reverse Merger with Journey Therapeutics, A Clinical Stage, First-in-Class, Next-Generation ADC-rivalling
Nano-immunoconjugates Biopharmaceutical Company
Fla., Nov. 13, 2024 (GLOBE NEWSWIRE) - Entero Therapeutics, Inc. (Nasdaq: ENTO) ("Entero" or the "Company"),
today announced that it has entered into a binding term sheet for a reverse merger transaction (the "Proposed Merger") with
Journey Therapeutics, Inc. ("Journey"), a privately-held, clinical-stage biopharmaceutical company with a next-generation
proprietary modular antibody-drug conjugate (ADC)-like, nano-immunoconjugates (NIC) platform. Upon completion of the Proposed Merger,
the shareholders of Journey will acquire 99% of the equity of Entero. The combined company is expected to operate under the name Journey
Therapeutics, Inc., and will apply for continued trading on The Nasdaq Capital Market . The completion of the Proposed Merger is
subject to several conditions, including the negotiation of definitive agreements, the receipt by Entero of at least $5 million of equity
financing, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission and the approval of
the stockholders of Entero.
the completion of the Proposed Merger, the new entity would be under the leadership of Henry Ji, Ph.D., Chairman and Chief Executive
Officer of Journey Therapeutics. It is contemplated that the combined company will prioritize advancing Journey's first-in-class,
next-gen NIC product candidates targeting gynecological cancers, advanced non-Hodgkin's lymphoma and other difficult to treat cancers,
alongside Entero's existing clinical assets. These existing assets include a latiglutenase, a pioneering oral biotherapeutic for
celiac disease, adrulipase, a recombinant lipase enzyme for cystic fibrosis and chronic pancreatitis, and capeserod, a selective 5HT-4
receptor partial agonist, all of which would continue undergoing clinical development.
Proposed Merger with Journey Therapeutics presents an exceptional opportunity for Entero, bringing groundbreaking NIC technology and
invaluable expertise under the leadership of Dr. Henry Ji," said James Sapirstein, Chairman and Chief Executive Officer of Entero
Therapeutics. "Journey's innovative, first-in-class therapies hold tremendous potential and, after the proposed merger is
completed, we are excited to accelerate the key steps to initiate critical clinical trials. This transaction would position us to make
significant strides in the oncology sector, tapping into a multibillion-dollar global market and advancing potentially life-changing
therapies for patients."
looks forward to this proposed merger with Entero Therapeutics, as it allows us to build a publicly traded company that is driven toward
advancing Journey's first-in-class, next-gen nano-immunoconjugates portfolio to rival the advanced antibody-drug conjugates products,"
stated Henry Ji, Ph.D., President and Chief Executive Officer of Journey Therapeutics. "This opportunity arises at a momentous
stage in Journey's development, as we prepare for clinical trials of our two leading assets with encouraging initial clinical results ."
a clinical-stage, biopharmaceutical company pioneering advanced cancer therapies that leverage nanotechnology and immunotherapy. Rivalling
antibody-drug conjugates (ADC), its NIC platform is designed to target tumors precisely, delivering therapeutic agents directly to cancer
cells with minimal impact on surrounding healthy tissue. By combining nanotechnology with immunoconjugates, Journey has developed technology
that permits modular antibody-based targeting and tailored chemotherapeutic selection, potentially leading to more effective and less
toxic treatment of a variety of cancer types. This innovative approach holds tremendous promise for the future of precision oncology.
As described by the inventor, Svetomir N. Markovic, M.D., Ph.D. (Mayo Clinic), the NIC platform seeks to usher the next generation of
antibody-drug complex therapeutics to enable simultaneous multi-drug delivery to multiple cancer targets. Early, Phase 1 clinical data
with two prototype NICs engineered to treat end-stage metastatic ovarian/endometrial cancer (targeting VEGF) or non-Hodgkin's lymphoma
(targeting CD20) have shown highly encouraging results in clinical efficacy and safety.
information about Entero Therapeutics, visit www.enterothera.com and connect on X and LinkedIn.
has a financial interest in the technology referenced in this press release. Mayo Clinic will use any revenue it receives to support
its not-for-profit mission in patient care, education and research.
Entero Therapeutics,
Inc., is a late clinical-stage biopharmaceutical company focused on the development of targeted, non-systemic therapies for gastrointestinal
(GI) diseases. The Company's programs address significant unmet needs in GI health and include: latiglutenase, potentially first-in-class,
targeted, oral biotherapeutic for celiac disease; capeserod, a selective 5-HT4 receptor partial agonist for indications including gastroparesis;
and adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients in cystic fibrosis and chronic
pancreatitis patients with exocrine pancreatic insufficiency. For more information visit www.enterothera.com.
Journey Therapeutics, Inc. is a clinical
stage biopharmaceutical company developing a portfolio of antibody-coated nanoparticle albumin-bound ("NAB or nab") paclitaxel
(the Nano-immunoconjugates ("NIC")) for the treatment of various cancers. Invented by Svetomir Markovic, MD, Ph.D. at Mayo
Clinic in Rochester, Minnesota, the clinically-validated NIC platform, a next-generation antibody-drug conjugates ("ADC")
rivalling platform, complexes tumor targeting, immune modulating and/or tumor-suppressing monoclonal antibodies and nab-paclitaxel into
a pipeline of innovative drug products for unmet medical needs.
About Nano-Immunoconjugates (NIC) Therapeutic Platform
Svetomir Markovic, M.D., Ph.D. at Mayo Clinic in Rochester, Minnesota, the clinically-validated NIC platform is a proprietary next-generation
antibody-drug conjugate (ADC) rivalling therapeutic technology and offers a number of advantages over existing ADC approaches, including:
This press release may contain certain statements relating to future results which are forward-looking statements. It is possible
that the Company's actual results and financial condition may differ, possibly materially, from the anticipated results and financial
condition indicated in these forward-looking statements, depending on factors including whether the Proposed Merger may be completed,
completed with different terms, in an untimely manner, or not at all; whether the Company and Journey will be able to receive the requisite
approvals of stockholders and regulatory authorities to consummate the Proposed Merger; whether the Company will be able to realize the
expected benefits, or any benefits, from the Proposed Merger; whether the Company will be able to satisfy its outstanding obligations
as they become due; whether the Company will be able to raise additional funds to satisfy its capital needs, including whether it can
obtain the requisite financing to consummate the Proposed Merger; whether the Company will be able to realize the expected benefits of
its acquisition of ImmunogenX; the Company's ability to integrate the assets and operations acquired from ImmunogenX into the Company's
business; whether results obtained in preclinical and nonclinical studies and clinical trials will be indicative of results obtained
in future clinical trials; whether preliminary or interim results from a clinical trial will be indicative of the final results of the
trial; whether the Company will be able to maintain compliance with applicable Nasdaq listing criteria and the effect of a delisting
from Nasdaq on the market for the Company's securities; the size of the potential markets for the Company's drug candidates
and its ability to service those markets; the effects of the First Wave Bio, Inc. acquisition, the related settlement and their effect
on the Company's business, operating results and financial prospects; and the Company's current and future capital requirements
and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business,
including a discussion of factors that could materially affect the Company's financial results are contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC")
on March 29, 2024, as well as the Company's subsequent filings with the SEC, including its proxy statements on Schedule 14A, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. All forward-looking statements included in this press release are made only as
of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements
to reflect events or circumstances that subsequently occur or of which we hereafter become aware.
Entero Therapeutics, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Phone: (561) 589-7020