Friday, September 11, 2026

Sernova and Seraxis plan merger to form BetaNova Biotherapeutics

Sernova Biotherapeutics and Seraxis Holdings have signed a definitive merger agreement to create BetaNova Biotherapeutics, a US-domiciled biotechnology company focused on cell replacement therapies for type 1 diabetes.

The combined company is expected to be headquartered in Germantown, Maryland. Following completion, shareholders of Sernova and Seraxis are expected to each own approximately 50 percent of BetaNova. Closing is targeted for November 2026 and remains subject to shareholder approvals and other required conditions.

Combining device and islet cell technologies

The transaction is designed to bring together two complementary components of a potential type 1 diabetes cell therapy platform. Sernova contributes its Cell Pouch platform, an implantable and retrievable bio-hybrid organ intended to support islet cell survival, engraftment and function. Seraxis contributes stem cell-derived pancreatic islet cells and in-house cGMP manufacturing capabilities.

The lead program of the combined company is expected to be SR-02, an allogeneic stem cell-derived pancreatic islet therapy intended to be used with a strategy to reduce immune rejection. The company said a Phase 1/2 trial in type 1 diabetes is expected to begin dosing patients in the first quarter of 2027 under an FDA-cleared IND, with data anticipated by mid-2027.

BetaNova also plans to advance SR-03, a next-generation candidate based on gene-edited stem cell-derived islet cells. The edits are intended to support immune evasion. An IND submission for SR-03 is expected in the second half of 2027.

Financing and listing plans

In connection with the merger, the companies have secured commitments for a non-brokered convertible note financing of US$10 million. The commitments come from existing insider shareholders of both Sernova and Seraxis. The financing round is expected to remain open to additional qualified investors until September 30, 2026.

Proceeds are expected to support SR-02 cGMP manufacturing, initial patient dosing in the Phase 1/2 study, preparations for a potential Nasdaq listing and the development work required for the SR-03 IND. BetaNova intends to seek a Nasdaq listing in the first quarter of 2027, subject to applicable listing requirements and approvals.

Deal structure and leadership

The merger will be implemented through a statutory plan of arrangement under British Columbia law. Before completion, Seraxis is expected to seek shareholder approval to change its legal name to BetaNova Biotherapeutics, Inc. The companies also expect the shares to trade on the Toronto Stock Exchange after the transaction, subject to final approval and listing requirements.

Sernova shareholder approval will require, among other conditions, a qualified majority of votes cast. The shareholder meeting is expected in the fourth quarter of 2026. Sernova directors and officers have entered voting support agreements covering an aggregate 10.8 percent of Sernova’s outstanding common shares.

BetaNova is expected to have a seven-member board. The proposed management team includes Jonathan Rigby as Chief Executive Officer, James Parsons as Chief Financial Officer and Will Rust, Ph.D., as President and Chief Scientific Officer.

Market context

For regenerative medicine in type 1 diabetes, the planned merger targets several key challenges in islet cell replacement: scalable manufacturing, cell engraftment and immune protection. The clinical relevance of the combined approach will depend on execution of the planned trial program and subsequent regulatory progress.