Voyager Acquisition Corp. Announces Merger Deal To Form Nasdaq-Listed Biopharma Company Focused On Next-Gen Cancer Therapies

VERAXA Biotech AG, a biotechnology company specializing in novel cancer therapies, and Voyager Acquisition Corp., a healthcare-focused special purpose acquisition company (SPAC) listed on NASDAQ under the symbol VACH, have announced that they have entered into a definitive business combination agreement. This transaction aims to create a publicly listed, clinical-stage biopharmaceutical company dedicated to developing a robust pipeline of next-generation oncology treatments. Upon the successful close of the transaction, VERAXA is expected to be listed on NASDAQ under the proposed ticker “VERX.”

VERAXA is known for its proprietary Bi-Targeted Antibody Cytotoxicity (BiTAC) platform, which supports the development of antibody-based therapeutics that utilize a dual-marker strategy to improve treatment precision and minimize off-target effects. This approach is designed to enhance the safety and effectiveness of standard therapies for solid tumors by targeting cancer cells with greater specificity. In addition to ADCs (antibody-drug conjugates), the company has expanded its AI-powered platform to also include bispecific antibodies known as T cell engagers (TCEs), which are designed to activate the immune system against cancer cells.

The company is currently advancing nine discovery and development programs across multiple stages, including a Phase 1 clinical trial in leukemia. Its lead candidate, VX-A901, is a therapeutic antibody targeting FLT3 that has demonstrated potent anticancer effects. VX-A901 features an Fc-enhanced mechanism and shows promise for application across multiple patient groups and treatment lines, with potential to serve as a backbone therapy in various clinical settings.

VERAXA’s leadership includes CEO Dr. Christoph Antz and Chief Business Officer Dr. Heinz Schwer, both of whom bring a strong background in entrepreneurship and venture capital. The executive team is supported by a network of scientific advisors, including immuno-oncology expert Prof. Dr. Ralf C. Bargou, whose work has contributed to the development of bispecific antibodies such as blinatumomab, the first FDA-approved bispecific T cell engager. VERAXA’s major shareholders include XlifeSciences AG, the European Molecular Biology Laboratory (EMBL), and EMBLEM, EMBL’s technology transfer company.

Christoph Antz, Ph.D., CEO and Co-Founder of VERAXA, said in a statement, “VERAXA is committed to developing and delivering the next wave of safe and highly efficacious cancer therapies. Our platform technologies can be applied to empower multiple therapeutic strategies spanning next-generation antibody-drug conjugates including our BiTAC ADCs and bi-specific BiTAC immune cell engagers. Side effects too often limit today’s cancer therapies and prevent doctors from applying optimal dose levels. Our latest platform innovation, the BiTAC format, is designed to specifically address this issue and create first-in-class drug candidates with unprecedented safety and efficacy.”

“Voyager’s mission is to identify innovative healthcare companies positioned for long-term success with strong business models and expansive total addressable markets. VERAXA exemplifies all these compelling characteristics, underscored by a steadfast commitment to bring transformative drug modalities to cancer patients through pursuing strategic global partnerships and advancing its proprietary pipeline. We believe that the rapid change that ADCs and bispecific therapies have delivered and will continue to deliver to cancer therapy creates compelling opportunities for those with the vision to capitalize on them”, stated Adeel Rouf, Chief Executive Officer and Director of Voyager Acquisition Corp.

Under the business combination agreement, VERAXA will contribute an equity value of approximately $1.3 billion. In return, VERAXA shareholders are expected to receive around 130 million shares in the combined company and will roll over 100% of their equity, receiving no cash proceeds from the transaction. Assuming a $10.00 share price and no redemptions by Voyager shareholders, the combined company is expected to have an implied pro forma equity value of approximately $1.64 billion at closing.

Following the closing of the transaction, VERAXA could gain access to up to $253 million in cash held in trust by Voyager, subject to shareholder redemptions and the deduction of transaction-related costs. In parallel, VERAXA is pursuing a crossover financing round with participation from current and new investors. The funds from this round are expected to support the company’s operations for at least two years, excluding any additional capital that may be secured through co-development or licensing deals.

Oliver Baumann, Acting Chairman of the VERAXA Board and CEO of Xlife Sciences, mentioned, “The planned NASDAQ listing of VERAXA Biotech marks a pivotal milestone for both VERAXA and Xlife Sciences and exemplifies our mission of bringing groundbreaking science from the lab to life - and to the market. The access to theU.S. capital markets provided by this combination will support the realization of Veraxa's powerful technology platform and clinical assets, paving the way for potential significant value creation. We are proud to have supported VERAXA from its inception and, as one of the Company's largest shareholders, we are confident that this transaction will significantly accelerate its ability to deliver first-in-class therapies to patients worldwide.”

Warren Hosseinion, M.D., Chairman of the Board of VoyagerAcquisition Corp, commented, “We believe next-generation ADCs and bispecifics will continue to revolutionize oncology, due to their significant improvement over standard of care treatments and higher probability of technical and regulatory success compared to other oncology drugs, as evidenced by multiple deals in excess of $1 billion each since 2023 in this space. VERAXA’s robust pipeline of drug candidates was developed by leveraging its next-generation technology platform approach to drug discovery, development, and delivery, which we believe has the potential to dramatically cut development costs and time.”

The boards of directors of both companies have unanimously approved the proposed business combination. Completion of the transaction is expected in the fourth quarter of 2025, subject to shareholder approvals and customary closing conditions. Additional details regarding the transaction will be provided in regulatory filings, including a Current Report on Form 8-K and a registration statement on Form F-4, which will include a joint proxy statement/prospectus. These documents will be filed with the U.S. Securities and Exchange Commission and made available on the SEC’s website.