VISCIENT BIOSCIENCES PROPOSES MERGER TO UNLOCK 3D BIOPRINTING POTENTIAL IN DRUG DISCOVERY WITH ORGANOVO
Combined entity will enable significant developments in high-value indications beyond NASH blockbuster opportunity
SAN DIEGO – October 2, 2019 – Viscient Biosciences (“Viscient”), a biotech therapeutics company working at the intersection of 3D tissue technology and transcriptomics technology to discover and develop drugs across a range of therapeutic areas with significant unmet medical need, today announced that it has formally submitted a merger proposal to Organovo Holdings, Inc.’s (NASDAQ:ONVO) (“Organovo”) Board of Directors to combine the two companies. Viscient has previously made strides forward using 3D liver tissue to discover drug opportunities for non-alcoholic steatohepatitis (“NASH”).
On August 7, 2019, Organovo announced that it had engaged a financial advisor to assist in the exploration of strategic alternatives after timeline challenges arose for its lead program, therapeutic liver tissue for clinical transplant. Organovo has a wide set of other tissues for research use at various stages of development.
Viscient CEO, Keith Murphy, was a co-founder of Organovo, and its Chief Executive Officer and Chairman from 2007 until 2017, a time during which he was responsible for all company operations and oversaw share price growth averaging 23% per annum as a private company and 24% per annum as a public company. Subsequent to commercial launch of its products, Mr. Murphy oversaw an average annual growth rate of revenues of 172%, nearly tripling revenue each year. On the day Mr. Murphy elected to step down from the Board of Directors, he was named Chairman Emeritus.
“There remains tremendous opportunity to unlock the power of Organovo’s proprietary technology,” said Keith Murphy, CEO, Viscient Biosciences. “Viscient has built a powerful NASH drug discovery platform to a value of tens of millions of dollars in a very short period of time, with strong internal efforts coupled with contract research performed by Organovo. Having already established the paradigm for drug discovery in 3D tissue in liver, Viscient now has the potential to efficiently use the other tissues in Organovo’s portfolio to develop drugs for additional high-value indications. After reviewing the recent deal landscape, it is clear to me that a Viscient/Organovo combined entity could be valued in the hundreds of millions over the next couple of years as we hit preclinical and clinical milestones for drug candidates, unlocking significant value for all stakeholders.”
Viscient’s merger proposal involves the issuance of new Organovo shares to existing Viscient shareholders. It is expected that the combined entity could be up to 43% owned by Organovo’s existing shareholders and the balance owned by Viscient’s shareholders. The final ownership allocations will depend on the final mix of assets and cash in Organovo at closing. Viscient is pleased to offer Organovo shareholders a transaction that will deliver them a premium over Organovo’s current valuation, justified by the tremendous synergy of the two technology platforms, and currently believes it is the only actual strategic merger alternative for Organovo’s corporate entity, as opposed to non-strategic suitors seeking cash and a public shell.
Viscient invites shareholders interested in more details about the proposal to refer to Viscient’s website.
Since 2017, Viscient has built a platform that gives powerful insight into the biology of NASH, which has led to novel, actionable, insights. Viscient is at the lead target stage, while entertaining business development discussions with pharma around both platform deals and individual target opportunities for which the company is building a narrative. Viscient expects to be at lead chemistry for its first program by the end of 2020.
Deteriorating liver function is a growing and serious public health concern, with the Wall Street Journal estimating that 12% of Americans are suffering from NASH, and that the total economic burden of NASH could grow to $40 billion. Left unchecked, the disease can progress to cirrhosis and cancer, and can further progress to the need for liver transplant. It is the second leading cause of liver transplants in the U.S. Despite decades of intense research worldwide, the understanding of NASH progression and the development of novel therapeutic approaches have been limited by the lack of advanced systems that mimic human liver biology over an extended period of time.
About Viscient Biosciences
Viscient Biosciences is a San Diego-based biotechnology company working at the intersection of human 3D tissue technology and multi-omics (genomics, transcriptomics, metabolomics) analysis to discover and develop drugs across a range of therapeutic areas with significant unmet medical need. By leveraging our expertise in complex, three-dimensional disease models comprised of human cells and complex analytical methods, we are able to drive drug discovery in a previously unavailable context, leading to a better understanding of disease and an improved opportunity to impact patients’ lives. Founded by a combination of former Organovo and Ardea Biosciences scientists and entrepreneurs, Viscient is initially conducting discovery and development work in non-alcoholic steatohepatitis (“NASH”). Learn more at www.viscientbiosciences.com.
Any statements contained in this press release that do not describe historical facts constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained in this press release are based on current expectations, but are subject to a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the combination of Viscient and Organovo, potential benefits of the combination, and the prospective performance and outlook of the combined company’s business. Except as required by applicable law, including the securities laws of the United States, Viscient does not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
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ORGANOVO AND VISCIENT COLLABORATE TO DEVELOP
CUSTOM RESEARCH PLATFORM FOR STUDYING LIVER DISEASE
SAN DIEGO – November 6, 2017 – Organovo Holdings, Inc. (NASDAQ:ONVO) (“Organovo”) and Viscient Biosciences (“Viscient”) today announced a collaboration to develop a custom research platform for studying liver disease. The partnership is expected to expand upon Organovo’s current service portfolio for compound screening in disease models, which aids the drug discovery work of the Company’s customers. Viscient is targeting early discovery work for non-alcoholic fatty liver disease (“NAFLD”) and non-alcoholic steatohepatitis (“NASH”).
“We continue to have excellent traction with a wide range of biopharmaceutical companies in evaluating our tissue systems to facilitate the discovery and development of novel drug candidates to treat liver disease,” said Taylor J. Crouch, CEO, Organovo. “Our 3D disease models have the unique capability to demonstrate drug mechanisms of action and efficacy in a setting that closely mimics human livers. We’re proud to collaborate with Viscient’s talented team as they have a strong understanding of our expertise. Our aim is to establish a custom platform that will support high-value drug profiling, and ultimately move our collaboration into a steady-state relationship.”
“Viscient is a strong believer in unlocking the power of 3D bioprinting to bring cures and treatments to patients with few options today,” said Keith Murphy, CEO, Viscient Biosciences. “In our pursuit of breakthrough therapies in important areas of medicine, we’re eager to tap into novel, complex and more accurate disease models. Organovo’s technology provides the potential for valuable and unprecedented insights as we target new drugs in areas of unmet medical need and strong commercial potential.”
Deteriorating liver function is a growing and serious public health concern, with an estimated 100 million adults in the U.S. afflicted with NAFLD, while up to 20 million more Americans are projected to have NASH. Left unchecked, these diseases can progress to cirrhosis and cancer, with NASH being the second leading cause of liver transplants in the U.S. Despite decades of intense research worldwide, the understanding of NAFLD progression and the development of novel therapeutic approaches have been limited by the lack of advanced systems that mimic human liver biology over an extended period of time.
About Organovo Holdings, Inc.
Organovo designs and creates functional, three-dimensional human tissues for use in drug discovery, clinical development, and therapeutic applications. The Company develops 3D human tissue systems through internal research programs and in collaboration with pharmaceutical, academic and other partners. Organovo's 3D human tissues have the potential to transform the drug discovery process, enabling treatments to be developed more effectively and with greater relevance to performance in human trials and commercialization. The Company’s ExViveTM Human Liver and Kidney Tissues are used in high-value drug profiling, including compound screening in disease models, toxicology, target and marker discovery/validation, and other drug testing. The Company is also advancing a preclinical program to develop liver therapeutic tissues for critical unmet medical needs, including certain life-threatening pediatric diseases. In addition to numerous scientific publications, the Company’s technology has been featured in The Wall Street Journal, Time Magazine, The Economist, Forbes, and numerous other media outlets. Organovo is changing the shape of life science research and transforming medical care. Learn more at www.organovo.com.
About Viscient Biosciences Viscient Biosciences is a San Diego-based biotech company focused on utilizing 3D culture technology to develop drugs across a range of therapeutic areas. Founded by a combination of former Organovo and Ardea Biosciences scientists and entrepreneurs, Viscient is initially conducting discovery and development work in non-alcoholic fatty liver disease (“NAFLD”) and non-alcoholic steatohepatitis (“NASH”). Utilizing newly available three dimensional biology technologies, we explore biology in a previously unavailable context, leading to a better
understanding of disease and an improved opportunity to impact patients. Learn more at www.viscientbiosciences.com.