Sirnaomics Enters into Patent Assignment and License Agreement with Sagesse Bio to Advance RNAi-Based Aesthetic Therapies

SmartCom APP News, Sirnaomics-B (02257) announced that on August 1, 2024 (before trading hours), the board of directors approved a patent assignment and license agreement between the company's wholly-owned subsidiary, U.S.-based Sirnaomics, and Sagesse Bio. The agreement includes the transfer of Sirnaomics' rights to the assigned patents to Sagesse Bio; granting Sagesse Bio exclusive global rights and licenses under Sirnaomics’ licensed patents within the field of use; and disclosing Sirnaomics’ proprietary technology to Sagesse Bio. As consideration for the above patent assignment and licensing, Sagesse Bio and Sirnaomics shall enter into a subscription arrangement; and upon fulfillment of certain conditions, Sagesse Bio shall pay milestone payments of up to US$33 million to Sirnaomics.

On August 1, 2024 (before trading hours), as part of the consideration under the Patent Assignment and License Agreement, the Board approved the execution of a Subscription Agreement between Sirnaomics, Inc. USA and Sagesse Bio; and a Shareholders’ Agreement among Sirnaomics, Inc. USA, Sagesse Bio, and other shareholders of Sagesse (collectively referred to as the “Subscription Arrangements”). Under these arrangements, Sagesse Bio shall issue 2.4 million non-voting shares of Sagesse Bio to Sirnaomics, Inc. USA, representing a 60% majority stake in the issued and outstanding share capital of Sagesse Bio post-subscription by the relevant parties, equating to 4 million shares with a par value of USD 0.00001 per share. The ownership will be beneficially held by Sirnaomics, Inc. USA, Gore Range (through Gore Range Fund), and other shareholders of Sagesse at 60%, 20%, and 20%, respectively. Following the subscription of Sagesse Bio shares by the relevant parties, the financial results, assets, and liabilities of Sagesse Bio will not be consolidated into the Group’s accounts.

The signature pages (undated and to be signed by all contracting parties) of the Patent Assignment and License Agreement, Subscription Agreement, and Shareholders Agreement will be held in escrow by Sirnaomics, Inc. (US) and Sagesse Bio, along with their respective legal counsel, and will be dated, released, and become effective upon Sirnaomics, Inc. (US) delivering to Sagesse Bio evidence reasonably satisfactory to Sagesse Bio demonstrating that the Patent Assignment and License Agreement, subscription arrangement, and transaction have been approved by an extraordinary general meeting of shareholders. If evidence of such approvals is not delivered to Sagesse Bio on or before the termination date, the Patent Assignment and License Agreement will be null and void ab initio and will have no force or effect.

It is reported that Sagesse Bio combines Sirnaomics' leading position in RNAi-based technologies and product development for localized fat reduction with Gore Range's world-leading expertise and financial resources in the skin health industry, accelerating the clinical development of its innovative products to meet the rapidly growing aesthetic medicine market. Sagesse Bio will quickly advance Sirnaomics’ lead compound, which has received IND approval and is currently in Phase II clinical trials for other indications. Initial target indications include body contouring and fat reduction. The company’s founders, board, and newly established executive management team consist of senior executives from the skin health industry, world-renowned dermatology and aesthetic medicine clinicians, and top experts in the field of RNAi medicine. Sagesse Bio’s strategic goal is to become a world-leading aesthetic medicine company with innovative technologies and beauty products.

According to the transaction arrangement, Sagesse Bio will initiate clinical evaluation of its leading candidate drug SGY-101 immediately following the effectiveness of the transaction, and will receive technological and technical support from Sirnaomics as well as the transfer and licensing of certain related intellectual property rights of the licensed product.

Sagesse Bio's strategic goal is to provide patients with innovative and life-changing therapies, initially focusing on localized fat destruction. As RNAi therapeutic candidates are entering the field of medical aesthetics for body contouring product development, the combined expertise and resources of Sirnaomics and Gore Range have laid a solid foundation for Sagesse Bio's significant growth potential and accelerated its product development.

The directors believe that the terms and conditions of the patent transfer and licensing agreements, as well as the subscription arrangements, are conducted in the ordinary and normal course of the company's business, established on normal commercial terms, and are fair and reasonable, and in the overall interests of the company and its shareholders.