Zelluna (ZLNA) Business Combination summary

Deal rationale and strategic fit

• Combination leverages Zelluna's novel TCR-NK cell therapy platform and Ultimovacs' clinical expertise, public listing, and compliance infrastructure, aiming to create a leader in off-the-shelf cell therapies for solid cancers.

• The merged entity, Zelluna ASA, will focus on advancing the world's first scalable TCR-NK therapy targeting MAGE-A4 and unlocking Ultimovacs' MultiClick technology, addressing significant unmet needs in solid tumors.

• Strategic fit includes robust clinical execution, strong IP, and a management team with a proven track record in drug development and value creation.

• The transaction is positioned as transformative, creating a leader in innovative cell therapies for solid cancers.

Financial terms and conditions

• The business combination is structured as an acquisition of Zelluna, with an exchange ratio of 19% Ultimovacs and 81% Zelluna, and Ultimovacs issuing up to 147,991,521 new shares to Zelluna shareholders.

• NOK 51.7 million fully committed equity private placement at NOK 2.6 per share, with all pre-commitments from existing shareholders.

• Subsequent repair offering of up to 3,846,153 new shares at NOK 2.60 per share planned for eligible shareholders.

• Over 99% of target shareholders have pre-accepted the offer.

• Runway expected through Q2 2026, enabling key clinical milestones and capturing key IND catalyst.

Synergies and expected cost savings

• Combines clinical execution expertise with innovative cell therapy and drug conjugation platforms, enhancing R&D and clinical trial capabilities.

• Accelerated development timeline and realization of asset potential by combining organizational capabilities.

• Public listing unlocks new funding sources and supports pipeline expansion.

• Shared management and board experience in drug development and value creation.