Business combination transaction with Voyager Acquisition Corp. complete, creating a Nasdaq-listed, innovative biopharmaceutical company focused on next-generation cancer therapies of novel bispecific T-cell engagers (TCEs) and antibody-drug conjugates (ADCs)
Strengthened financial position with $27.5 million principal amount senior secured note financing and $50 million share purchase agreement to advance VERAXA’s pipeline of oncology drug candidates utilizing its novel BiTAC platform
VERAXA recently presented promising data supporting the underlying principle of its novel BiTAC platform technology at the American Association for Cancer Research (AACR) 2026 Annual Meeting
VERAXA’s common stock and warrants to commence trading tomorrow on the Nasdaq Capital Market under the ticker symbols “VRXA” and “VRXAW”, respectively
VERAXA Biotech AG, an emerging leader in designing novel cancer therapies, today announced that its previously announced business combination (“Business Combination”) with Voyager Acquisition Corp. (NASDAQ: VACH, “Voyager”), a special purpose acquisition company sponsored by Cantor Fitzgerald & Co., Voyager Acquisition Sponsor Holdco LLC, and Odeon Capital Group LLC, was closed successfully (the “Closing”). Pursuant to the Closing, VERAXA Biotech AG and Voyager merged with and into VERAXA Biotech Holding AG, which will change its name to VERAXA Biotech AG (NASDAQ: VRXA; “VERAXA”). The shareholders of Voyager approved the transaction on March 12, 2026. The transaction had been previously approved by VERAXA’s shareholders on February 27, 2026. Tomorrow, on June 11, 2026, VERAXA will commence trading its shares under the symbol “VRXA” and its warrants under the symbol “VRXAW” on the Nasdaq Capital Market.
VERAXA is developing a new generation of bispecific TCEs and ADCs aimed at increasing patient benefit through enlarging the therapeutic window and maximizing safety and efficacy. Central to VERAXA’s strategy is the use of its proprietary technology platform BiTAC (Bi-targeted Tumor-Associated Cytotoxicity), which enables the creation of conditionally activated, AND-gated therapeutic strategies that precisely target cancer cells while leaving healthy cells intact. This highly specific dual-antigen approach targets tumor cells with precision and makes it possible to target solid tumors with non-exclusive cancer markers. VERAXA is currently advancing a pipeline of development programs with a focus on solid tumors, which are predominantly sourced from its BiTAC platform. VERAXA’s BiTAC platform also enables the company to contribute value to developments in complementary therapeutic sectors such as radioimmunoconjugates (RICs) and antibody-oligonucleotide conjugates (AOCs).
Initial data from VERAXA’s most advanced BiTAC program were presented at the recent American Association for Cancer Research (AACR) Annual Meeting 2026 in San Diego, CA, USA. VERAXA’s BiTAC-TCE candidate performed as intended in vitro and in vivo, attacking cancer cells featuring both target molecules while sparing cells expressing just one of these targets. Data demonstrated a superior safety profile and matching efficacy compared to a more traditional TCE, pointing to the possibility of a significantly improved therapeutic index. The Company’s posters are available on the VERAXA website.
Proceeds from the financings will provide VERAXA with the ability to advance its pipeline of BiTAC-TCE and BiTAC-ADC programs toward clinical development and through initial value inflection points. The financings are comprised of a senior secured note in the principal amount of $27.5 million and a securities purchase agreement of up to $50 million.
“Entering this next chapter as a public company with significant momentum is a transformational milestone for VERAXA,” said Christoph Antz, Ph.D. Chief Executive Officer of VERAXA. “We are grateful for the support received to date from current and new shareholders as the completion of our business combination better positions us to deliver meaningful value to patients with cancer. From here, we look to fully unlocking the transformative therapeutic potential of our BiTAC-TCE and BiTAC-ADC programs and establish our BiTAC platform as a launch pad for a multitude of innovative cancer therapies.”
“VERAXA combines strong technology, excellent science, and an experienced management team - the ideal foundation for sustainable success on an international scale,” added Oliver R. Baumann, Chairman of the VERAXA Board and CEO of Xlife Sciences AG. “Bringing our first portfolio company onto the NASDAQ market and setting VERAXA up for the accelerated growth of its pipeline and organization is a significant milestone for VERAXA and for Xlife Sciences at the same time.”
“New technologies are poised to unlock significant value in two of the most vibrant subsectors in cancer medicine in recent years - bispecific T-cell engagers and ADCs,” said Warren Hosseinion, M.D., Chairman of the Voyager Board of Directors prior to the Closing of the Business Combination and a current member of the VERAXA Board of Directors. “In VERAXA, we have found a unique opportunity to fulfill Voyager’s mission of scaling a transformational approach in the healthcare industry toward clinical readiness and market approval.”
About the Business Combination
On April 22, 2025, VERAXA entered into a definitive business combination agreement (the "Business Combination Agreement") with Voyager Acquisition Corp., a Cayman Islands exempted company and special purpose acquisition company targeting the healthcare sector (NASDAQ: VACH, "Voyager"). Upon closing of the Business Combination, the combined company is expected to become a publicly traded company listed on NASDAQ trading under the symbol “VRXA”.
The description of the Business Combination contained herein is only a high-level summary and is qualified in its entirety by reference to the underlying documents filed with the Securities and Exchange Commission (the “SEC”). A more detailed description of the terms of the transaction has been provided in a proxy statement/prospectus filed with the SEC by Voyager on February 19, 2026.
About VERAXA Biotech AG (NASDAQ:VRXA)
At VERAXA, we are building a premier engine for the discovery and development of next-generation antibody-based therapeutics, including bispecific T cell engagers, bispecific ADCs and other innovative formats. Powered by a suite of transformative technologies and guided by rigorous quality-by-design principles, we are rapidly advancing our pipeline of ADCs and proprietary BiTAC formats into clinical development and beyond. VERAXA was founded on scientific breakthroughs made at the European Molecular Biology Laboratory, a world-renowned institution known for pioneering life science research and cutting-edge technology.
For regular updates about VERAXA Biotech, visit www.veraxa.com or follow us on Linkedin, X (formerly known as Twitter) and Bluesky
About Xlife Sciences AG (XLS:SW)
Xlife Sciences is a Swiss company focused as incubator and accelerator on the value development and commercialization of promising research projects from universities and other research institutions in the life sciences sector, with the aim of providing solutions for high unmet medical needs and a better quality of life. The goal is to bridge research and development to the healthcare markets. Xlife Sciences takes carefully selected projects in the four areas of technological platforms, biotechnology/ therapies, medical technology, and artificial intelligence/digital health to the next stage of development and participates in their subsequent performance. For more information, visit https://www.xlifesciences.ch/en/home
About Voyager Acquisition Corp.
Voyager is a special purpose acquisition company with a bold mission: to revolutionize the healthcare sector through a merger, stock purchase, or business combination. Our team of experienced executives includes unparalleled expertise in investing, operations, and medical innovation, supported by a vast network of connections. With these strengths, we not only seek to drive success but commit to scaling companies to unprecedented heights in the healthcare industry. For more information, please visit https://www.voyageracq.com.
Advisors
Anne Martina is acting as sole M&A advisor to VERAXA. Duane Morris LLP is acting as legal counsel to VERAXA. Winston & Strawn LLP is serving as legal counsel to Voyager. Cantor Fitzgerald is acting as Voyager's capital markets advisor.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Voyager or VERAXA, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
