Monday, August 24, 2026

Valerio Therapeutics signs agreement to acquire Etherna

Valerio Therapeutics has signed definitive agreements to acquire all shares and voting rights of Etherna Immunotherapies. The transaction values Etherna at an enterprise value of €30 million on a debt-free, cash-free basis. At the same time, the Villejuif-based biotech priced a €40.25 million private investment in public equity financing.

The planned acquisition is intended to strengthen Valerio’s position in targeted RNA therapeutics. Etherna contributes platforms in mRNA, lipid nanoparticles and manufacturing capabilities up to GMP grade, while Valerio points to its own cell-targeting technologies. The combined company aims to support development of RNA medicines for tissues beyond the liver.

Deal structure and financing

The consideration is structured as a cash component and a share component. The cash part will be funded by the PIPE financing. The share component requires approval by Valerio shareholders at an extraordinary general meeting, expected to be held around October 6, 2026.

Valerio said irrevocable voting undertakings have already been obtained from existing shareholders representing more than 70 percent of voting rights. Shares issued as consideration for the contribution of Etherna shares will be valued at the same subscription price as the new shares issued in the financing.

The PIPE consists of 68,220,333 new ordinary shares at €0.59 per share. The price represents a 25 percent discount to the three-day volume-weighted average price before pricing. Admission of the new shares to trading on Euronext Growth Paris is expected on August 26, 2026.

Existing shareholders take part

Existing investors participated in the financing. Artal International SCA subscribed for €18.0 million, Financière de la Montagne for €7.0 million and Saint James Luxembourg for €1.0 million. Artal International SCA and Financière de la Montagne, which are board members or represented on Valerio’s board, did not vote on the financing at the board meeting, according to the company.

After settlement and delivery of the new shares, Valerio’s share capital is expected to amount to €5,676,686.34, divided into 567,668,634 ordinary shares. A shareholder holding 1 percent before the financing and not participating would hold 0.88 percent afterwards on an illustrative basis.

Use of proceeds and strategic rationale

Valerio plans to use the net proceeds, together with existing cash and cash equivalents, to finance the cash portion of the acquisition, advance VTX-001, VTX-002 and VTX-003, and support IND-enabling work for VTX-001. Funds are also intended for the integration of Etherna, including investment in GMP manufacturing capacity at the Niel site.

Based on its current operating plan, the company expects available resources to cover planned operating expenses and capital expenditure needs for at least 18 months after the financing closes. Valerio noted that this estimate depends on development progress, the integration of Etherna and potential additional cash requirements.

The transaction is designed to bring together nucleic acid chemistry, LNP delivery and targeting technologies in an integrated biotech platform. For Valerio, the focus is on improving the delivery of RNA-based medicines to a broader set of tissues.