NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY TO US PERSONS, AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE OR PUBLICATION WOULD BE UNLAWFUL.
May 7, 2015

Verseon Corporation (“Verseon” or the “Company”)

Tech-enabled pharmaceutical company commences trading on AIM

Raises £65.8 million ($100 million) to progress and expand pipeline

Verseon, a technology-based pharmaceutical company, is pleased to announce that trading in its Common Shares has commenced with effect from 8.00am today on the AIM market of the London Stock Exchange, under the symbol VSN.

The commencement of trading follows the placing of 32,569,047 new common shares at a Placing Price of 202 pence per share, raising gross proceeds for the Company of £65.8 million (approximately $100 million). The Company has 149,739,909 shares in issue, giving Verseon a market capitalisation at the Placing Price of approximately £302.5 million ($460 million)1. The Placing Shares represent 21.8 per cent of the enlarged issued share capital of the Company on Admission. Verseon’s ISIN is USU9221J1098.

Highlights

  • The Company uses its proprietary computational drug discovery platform to design novel potential therapeutics for today’s challenging diseases.
  • The platform generates multiple chemically-diverse, novel drug candidates for each drug programme.
  • The Company is currently advancing drug discovery programmes targeting medical conditions in anticoagulation, diabetic macular oedema and oncology, all of which represent large markets.
  • Net proceeds of the Placing, amounting to approximately £60.7 million, are intended to be used for advancing the Company’s current drug programmes, expanding its drug development pipeline into additional disease indications and continuing to develop its drug discovery platform.

Cenkos Securities plc has been appointed as Nominated Adviser and Broker to Verseon.

Adityo Prakash, CEO and co-founder of Verseon, said: "The AIM market in London has allowed us to attract the type of long-term institutional investors whose outlook fits nicely with our vision for the growth of the Company and execution of our business model. Our drug discovery platform, a result of over ten years of research in physics-based molecular modelling and optimisation algorithms, has already produced three promising drug programmes, and we are looking forward to launching more. We want to thank both our new and existing shareholders for their support and look forward to updating the market with progress as we continue to build our drug pipeline."

Information on Verseon

Verseon was founded in 2002, and its proprietary drug discovery platform, developed entirely in-house, is the product of over ten years of research and development. The Company’s platform is a systematic, computationally-driven solution to achieve the molecular modelling accuracy necessary for rapid and cost-effective drug discovery. The platform designs hundreds of millions of novel, drug-like, synthesisable molecules for each drug programme and selects the most promising candidates for synthesis and laboratory testing. The Company generates multiple, chemically-diverse drug candidates for each discovery programme and, as such, is not reliant on the success or failure of a single drug candidate in the clinic.

Verseon’s platform is applicable to virtually any disease indication with known target protein structure. Current drug programmes feature:

  • First-in-class oral anticoagulants for various cardiovascular indications that have demonstrated successful proof of concept in preclinical efficacy studies and also substantially reduced risk of major bleeding relative to existing anticoagulants.
  • Potent kallikrein inhibitors that possess sufficient corneal permeability and other chemical properties for administration as a potential eye-drop treatment of diabetic macular oedema.
  • Novel angiogenesis inhibitors with low cytotoxicity that represent a new class of potential anti-cancer therapy.

Verseon is continuing to build a portfolio of discovery programmes, run in parallel, each with multiple drug candidates, as part of a rapid, cost-effective, scalable drug discovery process.

Terms used in this announcement have the same meaning as those used in the Company’s Admission Document. Copies of the Company’s Admission Document (dated 1 May 2015) are available on the Verseon website: www.verseon.com.

For further information please contact:

Verseon Corporation+1 (510) 225 9000
Adityo Prakash, Chief Executive Officer
Cenkos Securities (NOMAD and Broker)+44 (0) 20 7397 8900
Mark Connelly / Christopher Golden
FTI Consulting (PR Advisers)+44 (0) 20 3727 1000
Simon Conway / Robert Winder / Matthew Moss

Background information

Overview

Verseon is a technology-based pharmaceutical company that employs its proprietary technology to design novel therapeutics for today’s challenging diseases. The Company has applied its platform to three drug programmes in the areas of anticoagulation, diabetic macular oedema, and oncology.

The pharmaceutical industry’s trillion dollar revenue stream is facing enormous challenges. Traditional techniques for finding drug candidates are based on trial and error and are prone to failure. Only one out of three drug discovery programmes deliver a single drug candidate to the clinic, and, after another six to seven years in clinical trials and regulatory review, only one out of fifteen programmes result in a newly approved drug. Consequently, the industry has seen a severe downward trend in the number of new drugs coming to market despite having increased new drug R&D spending to over $115 billion per year. There is a pressing need for a more reliable, effective and scalable drug discovery process.

The Company’s platform seeks to overcome this bottleneck by consistently designing novel drug candidates that the Directors believe are unlikely to be found using conventional methods. It can design multiple novel drug chemotypes per programme, so there are several choices available for human clinical trials. A drug programme with multiple candidates is more likely to succeed in clinical trials and result in a useful therapy.

Platform Summary

Verseon's proprietary platform is focused on accurate modelling of molecular interactions, development of sophisticated optimisation algorithms, and computer integration of synthetic and medicinal chemistry knowledge. The platform can consistently design novel drugs that the Directors believe are unlikely to be found using conventional methods and can be applied to virtually any target with known protein structure. It consists of a molecule creation engine, a molecule modelling engine, and efficient laboratory processes.

Verseon's molecule creation engine generates virtual drug-like, chemically-diverse, synthesisable molecules, in numbers that are far in excess of the distinct, synthesised compounds currently in the corporate collections of today’s pharmaceutical companies. This technology provides the Company’s medicinal chemists with a practically unlimited supply of novel potential drug candidates. The molecule creation engine also provides a synthetic recipe for every molecule, thus reducing uncertainty and cost when a molecule is ultimately selected for synthesis.

Verseon's molecule modelling engine evaluates the molecules designed by the Company’s molecule creation engine against a disease-causing protein of interest. This is accomplished with proprietary breakthroughs in physics-based molecular modelling of protein-drug interactions in an aqueous environment and sophisticated optimisation algorithms that can be deployed in parallel across a large dedicated, private computing cloud. High accuracy allows the Company to screen hundreds of millions of potential drug candidates for a given target protein without being overwhelmed by false positives and select the most promising subset for synthesis.

The synthesised candidates are then subjected to a battery of biochemical tests to measure relevant chemical and biological properties. Promising drug candidates are further characterised in the laboratory to assess pharmacokinetics, efficacy and safety. The candidates that are found to have the best properties in laboratory testing may be further optimized. The optimization process generates variations of these candidates using the molecule creation engine, selects the most promising using the molecule modelling engine, and sends them back to the laboratory for testing.

The Directors are not aware any competitor technology that rivals the Company’s molecule creation engine. Nor are they aware of any computational structure-based drug discovery technology with demonstrated performance that matches the Company’s molecular modelling engine. It is their view that the Company’s discovery platform represents a significant advancement over conventional methods whether computational or based on high-throughput screening.

Business Strategy

Verseon initially intends to out-license drug candidates at early stages of clinical development to pharmaceutical companies. As the business matures, it is expected that these out-licensing deals will be struck at progressively later stages of clinical development and, therefore, more value will be captured from the asset, although each potential licensing deal will be analysed on a case-by-case basis.

The Directors believe the reduced time and cost for drug discovery combined with the platform’s applicability to a wide range of therapeutic indications with strong market potential will enable Verseon to rapidly develop a large, diverse pipeline of valuable therapeutics. The Directors believe the Company’s drug candidates will be attractive to pharmaceutical licensees because the drug candidates are designed to be both highly potent and selective towards target proteins and, crucially, represent novel chemical matter that would not otherwise be accessible. The Directors also believe that Verseon’s ability to produce multiple, chemically-diverse drug candidates for each discovery programme will further increase the value proposition of out-licensing by increasing the likelihood of at least one drug candidate successfully passing through downstream clinical development. Licensing payments at preclinical or early stages of clinical development are typically in the form of upfront fees, milestone payments and royalties.

Verseon does not partner with or sell its technology platform to others. Instead, its technology platform is solely used to design novel drugs for therapeutic areas targeted by Verseon as per its pharmaceutical business model.

Current Drug Programmes

Experts agree that accurate computational modelling of protein-small molecule drug interactions is the key to efficient drug discovery. The Directors believe that Verseon has successfully demonstrated the capabilities of its proprietary drug discovery platform with its current portfolio of drug programmes which represent therapeutic areas with substantial market potential that are poorly served by existing drugs.

Anticoagulation

The Company’s most advanced programme is the development of novel oral anticoagulants for the treatment of cardiovascular disorders such as stroke prevention for atrial fibrillation patients, venous thromboembolism (including deep vein thrombosis and pulmonary embolism) and acute coronary syndrome. The total global anticoagulant market is forecast to surpass $24 billion by 2019. Verseon’s anticoagulants have demonstrated successful proof of concept in preclinical efficacy studies and also substantially reduced risk of major bleeding relative to existing anticoagulants.

Diabetic retinopathy/diabetic macular oedema

The Company’s second programme is aimed at degenerative diseases of the eye and in particular the development of novel therapeutics for the treatment of diabetic macular oedema (DME). The global market for DME in 2009 was approximately $3 billion and is expected to grow to $6.9 billion by 2017. Conventional therapies for DME require injection directly into the eye on a regular basis. Unlike existing therapies which treat downstream symptoms of DME via anti-angiogenesis (i.e. undesired blood vessel growth), the Company has taken a different approach and is focusing on the development of potent inhibitors of plasma kallikrein that could potentially be delivered via topical eye drops for the local ocular disruption of the kallikrein-kinin system, which is indicated in the DME disease pathway.

Oncology (solid tumours)

The Company’s third programme is a solid tumour oncology programme in the discovery stage for the development of novel angiogenesis inhibitors (AGIs). Currently, angiogenesis inhibitors are an important part of oncology treatments for a variety of cancers with a significant share of the oncology market. Conventional AGIs target vascular endothelial growth factor or other growth-related kinases in order to restrict blood flow into a solid tumour and reduce its supply of nutrients. Often these drugs are combined with other anti-cancer agents in a cancer treatment protocol. Verseon’s candidates represent a new class of AGIs that do not inhibit vascular endothelial growth factor or other growth-related kinases and also demonstrate low cytotoxicity.

Future Drug Programs

Verseon's drug discovery platform is applicable to virtually any clinical target with a known protein structure and, as such, provides the Company with great flexibility. Target selection is based on careful planning and involves several criteria including market opportunity, disease pathway validation and expected value proposition.

Use of Proceeds

The net proceeds of the Placing, amounting to approximately £60.7 million, will be used to fund the Company’s current portfolio of drug programmes and also to start new drug programmes to establish a diversified pipeline of high-value therapeutics across multiple disease areas. Other uses of the net proceeds will include expenditures for continued development of the Company’s drug discovery platform, expansion of the Company’s intellectual property portfolio and discovery infrastructure, business development, working capital and other general corporate purposes.

The Board

Adityo Prakash, Chief Executive Officer

Prior to founding Verseon, Mr. Prakash was founder and CEO of Pulsent Corporation. He grew the company over five years and was instrumental in bringing Pulsent’s video compression and signal processing technology to the marketplace. He is also an inventor on 35 patents. Mr. Prakash received his B.S. in Mathematics and Physics from California Institute of Technology.

Eniko Fodor, Chief Operating Officer and Chief Financial Officer

Prior to founding Verseon, Ms. Fodor co-founded Pulsent Corporation where she was the Chief Operating Officer. She played a pivotal role in growing the company and developing highly effective operating, marketing and intellectual property strategies. She is also an inventor on 17 patents. Ms. Fodor received her B.S. in Physics from Universitatea Bolyai in Romania.

Thomas A. Hecht, Non-executive Chairman

Dr. Hecht has forty years of experience in business development, strategic planning, process engineering, quality management and environmental policy. During his more than thirty years at Chevron Corporation, he served in senior positions in the United States, Australia and South Korea. His final positions were Executive Vice President of Strategy for NWS Australia LNG and Vice President of LNG Procurement for GS Caltex in Korea. Dr. Hecht received his Ph.D. from California Institute of Technology.

Grover Wickersham, Non-Executive Director

Mr. Wickersham is the Vice Chairman of S&W Seed, a US publicly traded agricultural company he founded in 2008. He is Chairman of the Board of Trustees of the mutual funds of Fisher Investments, a US based firm which has $58 billion assets under management, and the general partner of Glenbrook Capital, a partnership that invests in emerging growth companies. He served with the US Securities & Exchange Commission as Staff Attorney in Washington, DC, and as an SEC Branch Chief in Los Angeles. He holds an AB from the Univ. of California (Berkeley), an M.B.A. from Harvard and a Jur.Dr. from the Univ. of California (Hastings) and is a practicing member of the California State Bar. He has served on several boards, currently including the Board of Trustees of Hastings Law School.

Alastair Andrew Bertram Cade, Non-Executive Director

Mr. Cade co-founded Daniel Stewart Securities plc, a London based corporate finance house and broker and served as Managing Director. Subsequently, Mr. Cade set up a private investment vehicle concentrating on agriculture and renewable energy. He co-founded Mytrah Energy (UK) Limited where he served as Executive Director and as a director of Mytrah Energy India Limited. Mr. Cade received his Masters degree in Economics from St. Andrews University.

IMPORTANT INFORMATION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. INVESTORS SHOULD NOT PURCHASE THE COMMON SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ADMISSION OF ITS COMMON SHARES TO TRADING ON THE AIM MARKET OF THE LONDON STOCK EXCHANGE PLC. IT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE SUCH RELEASE OR PUBLICATION WOULD BE UNLAWFUL. THE COMMON SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, ANY STATE SECURITIES LAWS IN THE UNITED STATES OR ANY SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY COUNTRY, TERRITORY OR POSSESSION WHERE TO OFFER THEM MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
THE COMMON SHARES DISCUSSED HEREIN HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OR ANY US STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULES 901 THROUGH 905 (INCLUDING THE PRELIMINARY NOTES) OF REGULATION S UNDER THE US SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE US FEDERAL AND STATE SECURITIES LAWS AND IN THE CASE OF (3), AN OPINION OF COUNSEL SHALL BE DELIVERED TO THE COMPANY (AND UPON WHICH THE COMPANY MAY RELY) REGARDING THE AVAILABILITY OF SUCH EXEMPTION. HEDGING TRANSACTIONS INVOLVING THE COMMON SHARES MAY NOT BE CONDUCTED, DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE COMPANY OR ITS AFFILIATES, AS TO THE ACCURACY, COMPLETENESS OR VERIFICATION OF THE INFORMATION SET OUT IN THIS ANNOUNCEMENT, AND NOTHING CONTAINED IN THIS ANNOUNCEMENT IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR THE FUTURE. THE COMPANY AND EACH OF ITS AFFILIATES ACCORDINGLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL AND ANY LIABILITY WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THIS ANNOUNCEMENT OR ANY SUCH STATEMENT.
THIS ANNOUNCEMENT INCLUDES "FORWARD-LOOKING STATEMENTS" WHICH INCLUDE ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE COMPANY’S FINANCIAL POSITION, BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, OR ANY STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS “BELIEVE”, “COULD”, “ENVISAGE”, “ESTIMATE”, “INTEND”, “MAY”, “PLAN”, “WILL” OR SIMILAR EXPRESSIONS OR NEGATIVES THEREOF. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY’S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY WILL OPERATE IN THE FUTURE. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF THIS DOCUMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED UNLESS REQUIRED TO DO SO BY APPLICABLE LAW OR THE AIM RULES FOR COMPANIES.
CENKOS SECURITIES PLC ("CENKOS"), WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING AS NOMINATED ADVISER FOR THE PURPOSES OF THE AIM RULES AND AS BROKER TO THE COMPANY IN CONNECTION WITH THE PLACING AND ADMISSION. CENKOS IS NOT ACTING FOR, AND WILL NOT BE RESPONSIBLE TO, ANY PERSON OTHER THAN THE COMPANY IN CONNECTION WITH THE PLACING AND ADMISSION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF CENKOS NOR FOR PROVIDING ADVICE IN CONNECTION WITH THE PLACING AND ADMISSION OR ANY OTHER MATTER REFERRED TO HEREIN. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY CENKOS AS TO, AND NO LIABILITY IS ACCEPTED BY CENKOS IN RESPECT OF, ANY OF THE CONTENTS OF THIS DOCUMENT.
1. Exchange rate – GBP1 : USD1.52.

Proprietary Platform

Consistently designs novel drug candidates that are unlikely to be found using conventional methods

 

Drug Programs

Multiple therapeutic areas, all with unmet (or poorly met) medical needs