Orrick, Herrington & Sutcliffe LLP
10/07/2024 | Press release | Distributed by Public on 10/07/2024 16:03
Virios Therapeutics, Inc. and Wex Pharmaceuticals, Inc. to Combine to Form Dogwood Therapeutics, Inc.
Virios Therapeutics, Inc. has entered into a definitive share exchange agreement to combine with Wex Pharmaceuticals, Inc., in an all-stock transaction. The combined company's new name will be Dogwood Therapeutics, Inc.
Orrick advised Virios.
Virios entered into the agreement with Sealbond Limited, an indirect parent of Wex, and a wholly owned subsidiary of CK Life Sciences Int'l., (Holdings), Inc. (CKLS).
Virios also announced it is raising $19.5 million in a committed debt financing by an affiliate of CKLS to fund research and operations. The company also announced a 25-for-1 reverse stock split.
THE COMPANIES
Virios Therapeutics (Nasdaq: VIRI) is a development-stage biotechnology company focused on advancing novel antiviral therapies to treat diseases associated with a viral triggered abnormal immune response such as fibromyalgia (FM) and Long-COVID (LC).
Wex Pharmaceuticals Inc. is a private biopharmaceutical company based in Vancouver, British Columbia, Canada, developing a new class of non-opioid analgesics. Wex is an indirect wholly owned subsidiary CKLS.
THE IMPACT
The combined company will focus on clinical development of three assets:
- Halneuron®, currently in Phase 2b development for chemotherapy-induced neuropathic pain.
- IMC-1, poised for Phase 3 development as a treatment for fibromyalgia.
- IMC-2, currently in Phase 2 development to treat Long-COVID sequelae.
THE TEAM
David Schulman, Kayla Southworth, Sky Stallbaumer, Derek Jones and Catherine Conners led the Orrick team that advised Virios. The team also included Niki Fang, Eric Wall, Jeanine McGuinness and Tiffany Leung.