CKLIFE SCIENCES: DEFJ, LLC plans to sell 100% of the issued and outstanding equity of ABCJ, LLC for HKD 975 million

According to the announcement from CKLIFE SCIENCES (00775), on October 8, 2025 (after trading hours), the seller (the company's indirect wholly-owned subsidiary DEFJ, LLC) and the buyer (TransCode Therapeutics, Inc.) entered into a shareholder equity purchase agreement, under which the seller agreed to sell 100% of the issued and outstanding equity of the target company (ABCJ, LLC) to the buyer for a total consideration of USD 125 million (approximately HKD 975 million), which will be paid through the issuance of consideration shares by the buyer to the seller (including buyer's common stock payment shares and buyer's preferred stock payment shares). The buyer will also pay the seller multiple milestone payments upon the first achievement of corresponding milestone events by the buyer or its representatives, with a maximum amount of USD 95 million (approximately HKD 741 million); and

The seller and the buyer entered into an investment agreement, under which the seller agreed to purchase and the buyer agreed to issue and sell buyer's preferred stock financing shares for a total consideration of approximately USD 25 million (approximately HKD 195 million).

After the issuance of the buyer's common stock payment shares, the seller will hold approximately 9.1% of the issued and outstanding buyer's common stock. After the buyer's preferred stock payment shares and buyer's preferred stock financing shares are converted and issued into buyer's common stock (assuming all buyer's preferred stock issued in connection with such transactions is fully converted), the seller will hold approximately 90.7% of the issued and outstanding buyer's common stock.

The target company owns 100% of the equity of Polynoma, which is primarily engaged in the research, production, and commercialization of drugs for the treatment of melanoma. Polynoma's flagship therapeutic candidate seviprotimut-L is a proprietary multivalent melanoma cancer vaccine. Prior to the completion of the transaction, the target company is wholly owned by the seller and is an indirect wholly-owned subsidiary of the company. After the completion of the transaction, the group will no longer hold any equity in the target company. The target company will no longer be a subsidiary of the company, and the target company will no longer be consolidated into the group's financial performance.

The transaction will result in a business combination between Polynoma, which is wholly owned by the target company, and the buyer, thereby bringing synergies between the two businesses. Polynoma's flagship therapeutic candidate seviprotimut-L is a cancer vaccine targeting melanoma, while the buyer's product line focuses on addressing metastatic cancer, which is a significant unmet need in oncology. These therapeutic candidates address two distinct but potentially complementary disease processes: immune evasion and metastatic progression. The buyer's product line includes its flagship therapeutic candidate TTX-MC138 (currently under evaluation in Phase I/II clinical trials with no significant safety signals to date) and several other candidates in preclinical stages. Together with Polynoma's flagship candidate preparing to enter Phase III, the combined business will have a diverse therapeutic product portfolio.

In addition, as a Nasdaq-listed entity, the buyer will help enhance the market exposure of seviprotimut-L while increasing its ability to raise future capital and/or seek partners to accelerate its development The buyer's management team is stable and has extensive experience in biotechnology fundraising and oncology research and development. The company will be able to benefit from the merger of the two businesses under the buyer through its significant equity held in the buyer