Invex to acquire Rekover Therapeutics in a $10 million raise-backed MS pivot
Invex Therapeutics (ASX:IXC) has entered into a binding Share Purchase Agreement to acquire 100% of the issued share capital of Rekover Therapeutics Limited, a New Zealand biotechnology company repurposing nalfurafine for demyelinating diseases, including chronic optic neuropathy in patients with multiple sclerosis.
The consideration is 45,000,000 Shares and 91,250,000 Performance Rights in three classes, with no cash consideration payable. Two placements at $0.08 per Share are intended to raise $10,000,000 (before costs) in total.
Completion is subject to conditions, including Shareholder approval. For Invex, the deal adds a second neurology asset alongside its existing Exenatide work without a cash outlay for the purchase itself.
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What Rekover brings and the REVIVE Study design
Rekover and nalfurafine
Rekover was established in 2020 to repurpose nalfurafine, an approved anti-itch drug used in Japan and Korea for patients on dialysis. It holds licences to patents relating to the use of nalfurafine for demyelinating diseases.
Patents have been issued in the United States, Europe, Australia and Russia, with applications pending in Canada and New Zealand. The intellectual property is in-licensed from Victoria University of Wellington.
REVIVE Study at a glance
Rekover has designed the REVIVE Study, which is planned to run as follows:
- Phase 2a, double blind, randomised and placebo controlled, at sites in Australia and New Zealand.
- Between 75 and 195 participants are planned to be randomised to nalfurafine 10 μg, nalfurafine 5 μg or placebo once daily for 12 months.
- An interim analysis is planned approximately six months after the 75th patient has been dosed.
- The primary efficacy endpoint is the change from baseline in best corrected low contrast letter acuity at 12 months.
The study will evaluate efficacy, safety, tolerability and pharmacokinetics in patients with relapsing remitting multiple sclerosis and chronic optic neuropathy.
Why nalfurafine is a repurposing play
Drug repurposing means testing an existing drug for a new condition. Because the drug is already approved for another use, it has an established record that may help shorten development.
Invex’s own model follows the same approach: its Exenatide, trademarked as Presendin™, is an already approved drug being repurposed for neurological conditions involving raised intracranial pressure. The Board considers the Acquisition a natural fit because both involve repurposing an existing drug for neurological conditions.
Demyelinating diseases damage the protective coating around nerves. Chronic optic neuropathy refers to ongoing damage to the optic nerve, which carries visual signals from the eye to the brain.
Deal structure: milestone-linked Performance Rights
The Performance Rights are split into three classes, each converting into one Share on achieving the relevant milestone.
| Class | Number | Milestone | Expiry |
|---|---|---|---|
| A | 22,812,500 | Interim read resulting in continued trial (no futility designation), with an Independent Interim Report delivered | 4 years |
| B | 45,625,000 | Primary trial endpoints met for at least one dose of nalfurafine, with a clinical study report delivered | 4.5 years |
| C | 22,812,500 | US FDA investigational new drug application for a clinical trial of nalfurafine having become effective | 5 years |
| Total | 91,250,000 | n/a | n/a |
The classes represent 25% (Class A), 50% (Class B) and 25% (Class C) of the total. Expiry runs from the date of issue.
To the extent not already vested, all Performance Rights will vest on completion of a Qualifying Transaction or on a change of control of the Company. Vendor reward is therefore linked to clinical and regulatory milestones.
Dr Robert Peach, incoming Non-Executive Director and nominee of the Vendors
“I’m excited to be joining the Invex Board of Directors. This transaction, supported by a very strong body of science from Victoria University in Wellington, funds the REVIVE clinical study which explores the potential of nalfurafine to induce neurological repair in patients with multiple sclerosis.”
Capital raising and use of funds
Two placements
Preliminary Placement: Firm commitments have been received from professional and sophisticated investors for 11,250,000 Shares at $0.08 to raise $900,000 (before costs). The shares will be issued under existing Listing Rule 7.1 placement capacity and the placement is not conditional on completion of the Acquisition.
Placement: 113,750,000 Shares at $0.08 are proposed to raise $9,100,000 (before costs), conditional on Shareholder approval. Tenmile (or its nominee) will subscribe for $4,500,000 under the Placement.
CPS Capital Group Pty Ltd is lead manager. Subject to Shareholder approval, it is to receive 10,000,000 Options, and Tenmile (or its nominee) is to receive up to 9,500,000 Options at $0.0001 per Option, subject also to Completion. Each Option is exercisable at $0.14 on or before the date three years from issue.
How the funds will be spent
The Company intends to apply existing cash reserves plus the placement funds over the 12 months following Completion:
| Item | Amount ($) | % |
|---|---|---|
| Estimated cash costs of the Transaction | 750,000 | 5.36 |
| Expenditure on the Existing Business | 2,975,000 | 21.25 |
| Expenditure on the Rekover business (including the REVIVE Study) | 6,700,000 | 47.85 |
| Working capital and corporate administration | 3,575,000 | 25.54 |
| Total | 14,000,000 | 100.00 |
The table is a statement of current intentions, and the Company does not commit to fund the REVIVE Study beyond this expenditure. Funds raised under the Placement are intended principally for the REVIVE Study.
The Company will continue developing its Exenatide assets, including its research collaboration with Tessara Therapeutics Pty Ltd and its proposed Phase IIa clinical trial in adults in critical care with traumatic brain injury, subarachnoid haemorrhage and stroke.
Invex’s research collaboration with Tessara has also expanded into head-to-head comparisons of Exenatide against other GLP-1 drugs in a human stem cell-derived 3D brain model, adding a preclinical Alzheimer’s strand to the existing neurology pipeline.
Tattarang involvement, board changes and capital structure
Tenmile is an associate of Tattarang Pty Ltd as trustee for the Peepingee Trust, which holds 8,846,154 Shares. On Completion, the voting power of the Tattarang Group is expected to increase from 10.24% to 32.39%.
The Company will seek Shareholder approval under section 611 (item 7) of the Corporations Act, Listing Rule 10.1 and Listing Rule 10.11. Moore Australia (WA) Pty Ltd has been engaged to prepare an Independent Expert’s Report on whether the section 611 (item 7) and Listing Rule 10.1 transactions are fair and reasonable to Shareholders not associated with the Tattarang Group.
On Completion, Dr Peach will be appointed as a non-executive Director. He has more than 30 years of drug discovery and development experience, co-founded Receptos Inc. and, as Chief Scientific Officer, led development of ozanimod (Zeposia®) through late-stage clinical trials before Receptos’ US$7.2bn acquisition by Celgene, now part of Bristol Myers Squibb.
From Completion, Tenmile will also have a right to nominate a non-executive Director for so long as it holds at least 10% of the Shares on issue.
The pro forma capital structure on Completion, assuming no other securities are issued and no Options are exercised beforehand, is:
- 245,153,848 Shares
- 20,610,000 Options
- 91,250,000 Performance Rights
What happens next for Invex shareholders
The indicative timetable is:
- Issue of the Preliminary Placement Shares: early November 2026.
- Dispatch of the Notice of Meeting with the Independent Expert’s Report: early November 2026, expected in the coming weeks.
- General meeting to approve the Transaction: early December 2026 (the announcement’s highlights say late November or early December 2026).
- Completion, issue of the Consideration Securities, Placement Shares and Options: early December 2026.
- Existing unquoted Options exercisable at $0.68 expire on 1 December 2026.
These dates are indicative only and may change without notice. There is no certainty that the conditions to Completion will be satisfied or that the Transaction will complete.
Key conditions precedent include the Company completing legal due diligence on Rekover to its sole and absolute satisfaction, receiving firm commitments for a placement of a minimum of $9,100,000, and obtaining an Independent Expert’s Report stating the Transaction is fair and reasonable, or not fair but reasonable, to Shareholders not associated with the Vendors.
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