EnBiotix, Inc. signed a merger agreement to acquire Polyphor AG (SWX:SPEX) from Novartis Venture Funds, Varuma AG, Novo Holdings A/S and others in a reverse merger transaction on August 31. 2021. Pursuant to the agreement, Polyphor will acquire all of the outstanding capital stock of EnBiotix in exchange for newly issued shares of Polyphor common stock, equivalent to 12.3 million shares. Upon completion of the merger, former EnBiotix equity holders (including investors of the planned financing round) are expected to own approximately 74-77% of Polyphor's common stock. Polyphor's current shareholders are expected to own approximately 23-26% of Polyphor's issued common shares following the closing of the merger. In a related transaction, EnBiotix agreed to acquire Inhaled Murepavadin in exchange for 2,599,655 of common shares of EnBiotix. Additionally, prior to closing EnBiotix expects to finalize a financing round. Following closing, Polyphor will be renamed and is expected to trade under a new ticker symbol on the Swiss Stock Exchange. The combined company's name is expected to change to Spexis AG and the corresponding changes to the articles of association are expected to be amended, subject to the closing of the merger. Following the completion of the asset purchase agreement, by which EnBiotix acquired the assets related to inhaled murepavadin, Polyphor continues to sponsor the Phase I trial on behalf of EnBiotix. As of December 29, 2021, EnBiotix raised funds to help fund EnBiotix's obligations related to its ongoing Phase 1 study of inhaled murepavidin in cystic fibrosis patients, a program which is also the subject of a separate Foundation award and a European Union Innovative Medicines Initiative grant. The Phase 1 inhaled murepavidin clinical study recently enrolled its first subjects.

Upon completion of the merger, Jeffrey D. Wager, currently Chairman and Chief Executive Officer of EnBiotix, is expected to become Chairman of the Board of Directors, replacing Kuno Sommer and Chief Executive Officer of the combined company replacing the current Chief Executive Officer, Gökhan Batur, who will oversee the next steps until the closing of the merger. Andreas Wallnöfer, Silvio Inderbitzin and Hugh O'Dowd will resign as Board members. Kuno Sommer and Bernard Bollag, current members of the Board of Directors of Polyphor, will remain as Board members. Dennis Ausiello, Dan Hartman and Robert Clarke, current members of the Board of Directors of EnBiotix, are nominated as new members the Board of Directors of the combined company. Hernan Levett, Polyphor's current Chief Financial Officer, will continue as Chief Financial Officer of the combined company. Upon completion of the merger Juergen Froehlich, Chief Medical Officer at EnBiotix, is replacing Frank Weber, who has decided to leave Polyphor end of October 2021. Daniel Obrecht, Chief Scientific Officer of Polyphor, will retire from the company by end of 2021 as planned and continue to serve as a scientific consultant to the merged company. The Polyphor shareholders elected Kuno Sommer, Dan Hartmann and Robert Clarke as the members of the compensation committee, each for the term until the next Annual Shareholders' Meeting.

The transaction is subject to a number of closing conditions, including approval by Polyphor and EnBiotix shareholders, satisfactory completion of due diligence and satisfactory assessment of tax consequences. The transaction has been unanimously approved by the board of directors of both Polyphor and EnBiotix. The Extraordinary General Meeting of Polyphor shareholders will be held on October 28, 2021. Polyphor AG's shareholders approved all resolutions for the planned merger with EnBiotix at EGM held on October 28, 2021. In a separate vote, EnBiotix shareholders also approved the proposed merger. The name change to Spexis was also approved. The transaction is expected to close in the fourth quarter of 2021. Matthias Staehelin, Christian Wyss, David Jenny, Marc Prinz and Nadia Tarolli of VISCHER AG acted as legal advisors to Polyphor. Alexander Gutmans, Alex Nikitine and Daniel Dedeyan of Walder Wyss acted as legal advisors to Enbiotix.

EnBiotix, Inc. completed the acquisition of Polyphor AG (SWX:SPEX) from Novartis Venture Funds, Varuma AG, Novo Holdings A/S and others in a reverse merger transaction on December 29, 2021.