Santhera Acquires Eliem Therapeutics for $10.5M

TL;DR

Eliem is officially bought by Santhera for $10.5M cash, shareholders get $1.10/share.

AI Summary

Eliem Therapeutics, Inc. announced on June 27, 2024, the completion of its acquisition by a subsidiary of Santhera Pharmaceuticals (Holding) AG. This transaction resulted in Eliem stockholders receiving $1.10 per share in cash, totaling approximately $10.5 million. The filing also details the departure of certain officers and directors and the election of new ones.

Why It Matters

This acquisition marks a significant change in ownership for Eliem Therapeutics, potentially impacting its future drug development and market strategy under Santhera's control.

Risk Assessment

Risk Level: medium — The acquisition itself is a significant event, and the integration of Eliem into Santhera could present operational and strategic risks.

Key Numbers

• $10.5M — Acquisition Value (Total cash paid to Eliem Therapeutics stockholders.)
• $1.10 — Per Share Price (Cash received by Eliem Therapeutics stockholders for each share.)

Key Players & Entities

• Eliem Therapeutics, Inc. (company) — Registrant
• Santhera Pharmaceuticals (Holding) AG (company) — Acquiring entity
• $1.10 (dollar_amount) — Per share cash consideration
• $10.5 million (dollar_amount) — Total transaction value
• June 27, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share ELYM The Nasdaq Stock Mar
• $157.5 million — ted to (i) make total payments of up to $157.5 million to Acelyrin upon the achievement of var
• $136.1 million — ay up to an aggregate of 106.8 million ($136.1 million) upon the achievement of specified deve
• $10.9 million — i) make payments of up to 10.0 million ($10.9 million) upon the achievement of certain develo
• $7.7 million — ilestone payments of up to 7.0 million ($7.7 million) upon the achievement of certain sales
• $1.1 million — yments would be reduced by 0.9 million ($1.1 million). The ProBioGen Agreement will remain
• $120.0 m — the Private Placement of approximately $120.0 million, before deducting estimated offer
• $10,000 — be paid a fixed consulting fee equal to $10,000 per month, as well as a transaction bon
• $150,000 — as a transaction bonus in the amount of $150,000. Additionally, as of the Effective Da

Filing Documents

• d692630d8k.htm (8-K) — 66KB
• d692630dex101.htm (EX-10.1) — 255KB
• d692630dex102.htm (EX-10.2) — 299KB
• d692630dex103.htm (EX-10.3) — 153KB
• d692630dex231.htm (EX-23.1) — 2KB
• d692630dex991.htm (EX-99.1) — 18KB
• d692630dex992.htm (EX-99.2) — 109KB
• d692630dex993.htm (EX-99.3) — 229KB
• d692630dex994.htm (EX-99.4) — 133KB
• d692630dex995.htm (EX-99.5) — 130KB
• d692630dex996.htm (EX-99.6) — 172KB
• g692630g0626080211712.jpg (GRAPHIC) — 53KB
• g692630g0626080211952.jpg (GRAPHIC) — 12KB
• g692630g0626080212117.jpg (GRAPHIC) — 12KB
• g692630g0627064744501.jpg (GRAPHIC) — 7KB
• 0001193125-24-170599.txt ( ) — 2126KB
• elym-20240627.xsd (EX-101.SCH) — 3KB
• elym-20240627_lab.xml (EX-101.LAB) — 18KB
• elym-20240627_pre.xml (EX-101.PRE) — 11KB
• d692630d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The audited balance sheet of Tenet as of December 31, 2023 and the related statements of operations and comprehensive loss, stockholders' deficit and cash flows for the period from November 8, 2023 (inception) to December 31, 2023, are attached hereto as Exhibit 99.4 and incorporated herein by reference. The unaudited interim condensed balance sheet of Tenet as of March 31, 2024, and the related condensed statements of operations and comprehensive loss, stockholders' deficit and cash flows for the three months ended March 31, 2024, are attached hereto as Exhibit 99.5 and incorporated herein by reference. (b) Pro Forma Financial Information The unaudited pro forma condensed combined financial statements of the Company and Tenet for the year ended December 31, 2023 and as of and for the three months ended March 31, 2024 are attached hereto as Exhibit 99.6 and incorporated herein by reference. (d) Exhibits Exhibit No. Description 10.1* Asset Purchase Agreement, dated as of January 11, 2024, by and between Tenet Medicines, Inc., Acelyrin, Inc. and WH2, LLC 10.2* Amended and Restated License Agreement, dated as of January 11, 2024, by and between Tenet Medicines, Inc. and Cancer Research Technology Limited 10.3* Cell Line Development, Manufacturing Services and License Agreement, effective as of February 9, 2021, by and between ValenzaBio, Inc. and ProBioGen, Inc. 23.1 Consent of Deloitte & Touche LLP 99.1 Press Release, dated June 27, 2024 99.2 Description of the Acquired Tenet Business 99.3 Risk Factors Related to the Acquired Tenet Business and the Company Post-Closing 99.4 Audited balance sheet of Tenet as of December 31, 2023 and the related statements of operations and comprehensive loss, stockholders' deficit and cash flows for the period from November 8, 2023 (inception) to December 31, 2023 99.5 Unaudited interim condensed balance s

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding: future expectations, plans and prospects for Eliem following the consummation of the acquisition of Tenet by Eliem; the anticipated benefits of the acquisition; the strategy, anticipated milestones and key inflection points of the combined company; the anticipated use of proceeds of the private placement; the anticipated cash runway of the combined company; expectations regarding TNT119's therapeutic benefits, clinical potential and clinical development, and anticipated timelines for initiating clinical trials of TNT119, including initiating Phase 2 clinical trials for the treatment of SLE and ITP in the second half of 2024; and other statements containing the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would," "will," "working" and similar expressions. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. Eliem may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. These risks and uncertainties include, but are not limited to, important risks and uncertainties associated with: the ability of Eliem to timely and successfully achieve or recognize the anticipated benefits of the acquisition; the outcome of any legal proceedings that are instituted against Eliem or Tenet relating to the acquisition and related transactions; costs related to the acquisition, including unexpected

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Eliem Therapeutics, Inc. Date: June 27, 2024 By: /s/ Andrew Levin Andrew Levin, M.D., Ph.D. Executive Chairman of the Board of Directors

View Full Filing

View this 8-K filing on SEC EDGAR