Transgene and NEC Bio B.V. (?NEC?), a wholly owned subsidiary of NEC Corporation, announce the signing of a license agreement to advance the clinical development of TG4050, an individualized neoantigen therapeutic vaccine (INTV) in the adjuvant treatment of resected HPV-negative head and neck cancer. Under the terms of the license agreement, Transgene secures access to NEC?s AI-based neoantigen prediction platform for further development of TG4050 in the adjuvant treatment of resected HPV-negative head and neck cancer while conferring rights to enable Transgene?s further clinical development and to support commercialization and potential partnering of the program. NEC retains full ownership and operational control of its AI platform and will support Transgene to conduct further clinical activity.
NEC will receive a technology access fee of EUR 2.5 million in Transgene shares following the signing and an additional EUR 2.5 million in cash to be paid out in a series of tranches through early 2028. Additionally, a further payment will be milestone-based and a portion of such payment will be made in Transgene? shares.
NEC is also eligible to receive undisclosed additional consideration including development milestone payments, as well as a double-digit share of profits or licensing revenues. A EUR 2.5 million portion of the access fee to be paid to NEC will be paid in Transgene shares. Transgene will thus issue 3,345,824 new shares to NEC Bio B.V. at a price of EUR 0.7472 per share.
This price corresponds to the volume-weighted average (VWAP) of last five (5) closing prices of the Transgene shares on the regulated market of Euronext in Paris prior to signing. The new shares will represent 1.22% of the share capital of Transgene post issuance (and 0.98% of its voting rights). The capital increase is carried out on the basis of the 22nd resolution of the Combined General Meeting of May 15, 2025.
The new shares will be admitted to trading on the regulated market of Euronext in Paris as soon as they are issued and will be immediately assimilated to the existing Transgene shares (ISIN code FR0005175080). The capital increase is expected to be completed by the end of April 2026.
