Valerio Therapeutics Completes Etherna Acquisition, Artal Diluted to 42.6% of Capital

An Acquisition Completed in Two Stages, Now Finalized

Valerio Therapeutics announced on October 12, 2026 that it had finalized the acquisition of 100% of the capital and voting rights of Etherna Immunotherapies NV. The transaction was carried out in two stages. The cash portion had been completed in August, as indicated by a press release dated August 24, 2026. The settlement of share-based compensation constitutes the final step of the process. Through this acquisition, the company brings together three technological building blocks: nucleic acid chemistry, lipid nanoparticle (LNP) vectorization, and targeting molecule engineering. All of this is supported by internal production capabilities. According to the group, the objective is to accelerate the development of RNA therapeutics capable of reaching tissues other than the liver. The clinical timeline remains as previously communicated. Valerio Therapeutics aims to initiate at least one proprietary program in a first human study within 18 to 24 months. The financing obtained in August should cover the integration of Etherna and the next development stages toward this objective. "The acquisition of Etherna marks a decisive milestone in the transformation of Valerio Therapeutics," declared Gilles Besin, Chief Executive Officer. He explained that the combination of Valerio's single-domain antibody libraries and Etherna's expertise in messenger RNA and lipid nanoparticles should make it possible to deliver RNA therapies to targeted cells and tissues. According to him, this targeting capacity is still lacking in RNA medicine and limits its potential beyond the liver and vaccines.

A Capital Increase of €40.25 Million at €0.59 per Share

The cash portion was entirely financed by the issuance, in August, of 68,220,333 new ordinary shares. The subscription price was set at €0.59 per share, for a total amount of approximately €40.25 million. The share portion took the form of a contribution in kind of Etherna securities to Valerio Therapeutics. Certain Etherna lenders and executives also subscribed for Valerio shares by offsetting their receivables held against Etherna, at the same unit price. Shareholders approved the resolutions necessary to complete the transaction at the general meeting. Participation reached 77% of capital and all resolutions were adopted by an overwhelming majority, according to the company. The new shares were delivered two days later. The number of shares increased from 567,668,634 on August 26, 2026 to 587,615,993 following the transaction. Artal International SCA remains the leading shareholder with 250,490,011 shares, representing 42.6% of capital and voting rights, compared to 44.1% previously. La Financière de la Montagne declined from 18.0% to 17.4%, Fidat Ventures from 7.7% to 7.4%, and SCP Esperanza 2019 from 7.4% to 7.1%, with unchanged share count. The stake of other shareholders increased from 22.8% to 25.5%, with 149,318,778 shares.

Service Provisions to Complement Financing

In addition to the funds raised, Valerio Therapeutics intends to generate non-dilutive revenues through service provisions and collaborations offered by Etherna. The latter provides biotechnology and pharmaceutical partners with messenger RNA and lipid nanoparticle services. Etherna, which claims more than ten years of experience, has production capabilities up to GMP quality. The transaction was finalized on October 8, 2026, two days after the publication on October 7, 2026 of the first-half accounts. Valerio Therapeutics reported consolidated revenue of €3,102 thousand, a net loss of €2.4 million, and cash of €656 thousand at June 30, 2026, which was before the capital increase in August. The company refers to this half-yearly report as well as to the 2025 annual financial report, published on April 28, 2026, for a description of the risks related to its prospects.