Cancer immunotherapy company Liminatus Pharma has agreed to pay out shares worth $320 million to buy CAR-T biotech InnocsAI.
In order to get its hands on InnocsAI’s pipeline of oncology therapies—which includes one candidate en route to the clinic—California-based Liminatus is stumping up 1.6 billion of its shares priced at 20 cents apiece, according to a Securities and Exchange Commission filing.
As well as the shares, InnocsAI’s owners will receive a contingent value right to 20% of the proceeds from any future sale or licensing of its assets.
InnocsAI’s portfolio is headed up by IBC101, an autologous CD19xCD22 bivalent CAR-T that is being targeted at relapsed or refractory B-cell malignancies. The biotech has already secured the green light to begin a phase 1/2 study at a hospital in Korea.
Johnson & Johnson has seen some early success with its own attempt to develop a CAR-T that targets both CD19 and CD22, cell surface proteins commonly expressed by cancerous B cells. In its SEC filing, Liminatus said this approach is “intended to broaden antigen coverage in B-cell malignancies.”
“If successfully developed, IBC101 could represent a next-generation hematologic CAR-T candidate with potential applicability in relapsed or refractory [diffuse large B-cell lymphoma] and other B-cell malignancies,” Liminatus explained.
Behind IBC101 is a preclinical bicistronic CAR-T dubbed INC101. The therapy has a dual-antigen design where mesothelin provides the primary tumor-associated activation signal, while B7-H3 provides a secondary signal.
“This design is intended to improve tumor selectivity by requiring convergence of two tumor-associated signals,” Liminatus noted.
InnocsAI has also been working on a platform to develop anti-CS1 monoclonal antibodies that can work as an enabling module for the biotech’s CAR-Ts. The idea is that these CS1 binders could be combined with the company’s CD19xCD22 bivalent CAR-T to create a trivalent CAR-T candidate.
“By integrating these targets into one trivalent CAR-T framework, the company may be able to bridge B-cell malignancy and plasma-cell malignancy targeting strategies and support broader hematologic oncology platform-development opportunities,” Liminatus explained in its filing.
This cancer portfolio should be a good fit for Liminatus, which announced in March that it is gearing up to launch a phase 1 trial of IBA101, its next-generation CD47-blocking monoclonal antibody. The Fullerton, California-based biotech has been hoping that IBA101 will work alongside PD-1/PD-L1 checkpoint inhibitors to treat various types of solid tumors.
Liminatus went public in 2022 via a merger with a special purpose acquisition company. At the time, the biotech boasted three immune-modulating cancer therapies in development that had emerged from Thomas Jefferson University in the U.S. and South Korea's InnoBation.
They were led by an Ad5.F35-hGCC-Padre program for metastatic colorectal, pancreatic, esophageal and gastric cancers that was already in phase 2. But more recently, the biotech has been referring to itself as a preclinical company.
The biotech’s low stock price means it has been under threat of being delisted from the Nasdaq for a while, and the company began exploring a “digital asset treasury strategy” last year as part of attempts to “evaluate modern financial tools to strengthen its capital structure.”
Money has been tight at Liminatus for a while, with just $1.9 million left in the company’s coffers by the end of March.