Orexo (ORX) Investor Update summary

Transaction overview

• Divested U.S. rights to Zubsolv to Dexcel Pharma for $91 million, plus $4-5 million for inventory and potential earn-out up to $16.8 million based on 2026–2027 sales.

• Dexcel assumes manufacturing, supply, and commercialization of Zubsolv in the U.S.; transition support and employee transfer opportunities provided.

• Deal closing expected by January 31, subject to customary conditions, with transition phase including reimbursement for support services.

• $3 million held in escrow to cover product returns and related obligations.

• Most U.S. employees offered positions at Dexcel, ensuring continuity for Zubsolv customers.

Financial and operational impact

• Proceeds will be used to redeem the corporate bond maturing in March 2028, making the company debt-free and ending interest payments.

• Zubsolv U.S. net sales for the last four quarters were $49 million, with EBIT of $17 million.

• Transaction expenses include advisor costs and U.S. business restructuring.

• Contingent payments depend on sales performance; expectation is to achieve at least half of the maximum.

• No significant new liabilities expected beyond standard provisions for rebates and returns.

Strategic and pipeline focus

• Enables increased focus and investment in proprietary AmorphOX technology and pipeline products, including OX124, OX640, OX390, OX472, and Izipry.

• OX124 to be resubmitted to FDA in summer; plan to partner post-approval.

• OX640 pivotal study to start late in the second half of the year, with global partnering efforts ongoing.

• OX390 development continues in partnership with BARDA, with up to $51 million in funding.

• AmorphOX platform validated in clinical studies, offering rapid and extensive drug exposure.