Changjiang Life Science (00775): DEFJ, LLC plans to sell 100% of ABCJ, LLC's share capital for HK$975 million and issued shareholders' equity

Zhitong Financial App News, Changjiang Life Technology (00775) announced that on October 8, 2025 (after the transaction period), the seller (DEFJ, LLC, an indirect wholly-owned subsidiary of the company) and the buyer (TransCode Therapeutics, Inc.) entered into a shareholders' equity purchase agreement. Based on this, the seller agreed to sell 100% of the target company (ABCJ, LLC)'s share capital to the buyer. The total cost is US$125 million (equivalent to approximately HK$975 million), which will go through the buyer to the seller Payment is made by way of issue consideration shares (including shares paid by the buyer's common shares and shares paid by the buyer's preferred shares). The buyer will also pay multiple milestone payments to the seller up to US$95 million (equivalent to approximately HK$741 million) when it or its representative first reaches the corresponding milestone; and

The seller entered into an investment agreement with the buyer, according to which the seller agreed to buy and the buyer agreed to issue and sell the buyer's preferred financing shares, at a total cost of approximately US$25 million (equivalent to approximately HK$195 million).

After issuing the buyer's common shares paid for, the seller will hold approximately 9.1% of the shares of the common shares issued to the outside buyer. After the buyer's preferred share payment shares and the buyer's preferred share financing shares are converted and the buyer's common shares are issued (assuming that all buyer's preferred shares issued in connection with such transactions are fully converted), the seller will hold approximately 90.7% of the buyer's common shares issued abroad.

The target company holds 100% of all shareholders' equity interests in Polynoma's share capital. Polynoma is mainly engaged in R&D, production and commercialization of drugs to treat melanoma. Polynoma's flagship therapeutic candidate seviprotimut-L is an exclusive multivalent melanoma cancer vaccine. Prior to completion of the transaction, the target company was wholly owned by the seller and an indirect wholly-owned subsidiary of the company. After the transaction is completed, the Group will no longer hold any interest in the target company. The target company will no longer be a subsidiary of the company, and the target company will no longer be comprehensively recorded in the Group's financial results.

These transactions will result in a business merger between Polinoma, which is wholly owned by the target company, and the buyer, thereby creating a synergy between the two businesses. Polynoma's flagship therapeutic candidate seviprotimut-L is a cancer vaccine for melanoma, and the buyer's product line focuses on treating metastatic cancer, which is a major unaddressed need in oncology. These therapeutic candidates address immune escape and metastatic progression, two distinct but potentially complementary disease processes. The buyer's product line includes its flagship therapeutic candidate TTX-MC138 (which is currently being evaluated in phase 1/ 2 clinical trials and has so far shown no significant safety signals) and a number of other pre-clinical product candidates. Along with Polynoma's flagship product candidates preparing to enter phase III, the combined business will have a diverse therapeutic product line.

Furthermore, as a NASDAQ listed entity, the buyer will help increase product market exposure in promoting seviProtimut-L, while increasing its ability to raise future capital and/or find partners to accelerate its development. The buyer's management team is robust and has extensive experience in biotech fund-raising and oncology R&D. The company will be able to benefit from the merger of the buyer's two businesses through its significant interests with the buyer.