Support Closing of Business Combination with Voyager Acquisition Corp.
ZURICH, SWITZERLAND, May 28, 2026, VERAXA Biotech AG ("VERAXA"), an emerging leader in designing novel cancer therapies, today announced that it has strengthened its financial position to support the closing of its business combination with Voyager Acquisition Corp. ("Voyager") and support advancement of its pipeline of BiTAC-TCE and BiTAC-ADC programs toward clinical development and through initial value inflection points.
In connection with the proposed business combination, the Company has entered into a securities purchase agreement with an institutional investor pursuant to which such institutional investor will be issued a senior secured note with a principal amount of $27.5 million (the "Note"). In addition, VERAXA has entered into a $50 million share purchase agreement (the "SPA") with Lincoln Park Capital Fund ("LPC"). In addition, VERAXA has applied for listing on the Nasdaq Capital Market.
"Securing these financings marks a significant step in our ongoing business combination with Voyager Acquisition Corp. and the expected listing of VERAXA shares on NASDAQ," said Torsten Bürgermeister, Chief Financial Officer at VERAXA. "We appreciate the financial support of these investors as we continue to employ a disciplined approach to balance sheet management through efficient and flexible access to capital."
Key Terms of the Note with HTC
The securities purchase agreement signed on May 27, 2026, provides for, upon closing, the private placement to an institutional investor of (i) the Note, which will be issued by Veraxa Biotech Holding AG with a stated principal amount of $27.5 million, and (ii) a four-year warrant issued by Veraxa Biotech Holding AG to purchase 2,391,305 ordinary shares for an aggregate exercise price of approximately $27.5 million, with an initial exercise price of $11.50 per share (with anti-dilution protections), for an aggregate purchase price of approximately $24.1 million. The term of the Note is 15 months, amortizing monthly beginning three months after Closing of the Business Combination.
At VERAXA's sole option and subject to customary conditions, any amortization payment may be made in cash, in registered-for-resale shares of common stock, or a combination thereof. The Note will be a senior secured obligation of VERAXA, secured by all VERAXA assets and ranking senior to all unsecured indebtedness of VERAXA to the extent of the value of the collateral and senior to any subordinated indebtedness. The holder of the Note will have the right, upon completion by VERAXA of any equity or equity-linked financing, to require VERAXA to redeem up to 20% of the gross proceeds of such financing in principal amount of the Note (a "cash sweep"). VERAXA may redeem the Note, subject to certain conditions, at par at any time without penalty. The Note will include customary operating, financial and other covenants.
Funding will occur concurrently with the Closing of the Business Combination.
Key Terms of the Share Purchase Agreement with LPC
Under the terms of the SPA, and subject to certain terms and conditions, VERAXA has the right, in its sole discretion, to sell to LPC up to $50 million worth of common stock over a 24-month period in amounts as described in the agreement. VERAXA maintains full control over the timing and amount of any sales, LPC is obligated to purchase the stock at prices based on the prevailing market price at the time of each sale, and importantly, there are no upper limits on the price LPC may pay to purchase VERAXA common stock. This agreement contains no warrants, rights of first refusal or participation rights regarding future financings by the Company and LPC has also agreed not to cause or engage in any direct or indirect short selling or hedging of the Company's common stock.
The issuance of the shares of common stock to LPC is being made pursuant to exemptions from the registration requirements of the federal and state securities laws. Pursuant to the SPA, before selling any shares under the SPA, ...
