NAYA Biosciences Strengthens Pipeline Through Acquisition of Gene Therapy Asset

NAYA Biosciences is expanding its clinical portfolio through the acquisition of an innovative gene therapy program from Florida Biotechnologies focused on treating rare mitochondrial diseases. This binding deal demonstrates NAYA’s strategy to rapidly build pipeline assets in high-potential areas like gene therapy.

NAYA has entered into a binding letter of intent to acquire Florida Biotechnologies for $20 million in NAYA shares, with potential milestone payments up to $5 million more. The deal specifically targets Florida Biotech’s clinical-stage gene therapy for Leber’s Hereditary Optic Neuropathy (LHON).

LHON is a rare mitochondrial genetic disease leading to progressive vision loss and blindness. There are currently no approved treatments. Florida Biotech’s AAV gene therapy aims to deliver functional copies of the mutated gene to restore cellular function.

Encouraging Safety Data

This therapeutic has already demonstrated encouraging safety data in a 28-patient Phase 1 trial conducted by Florida Biotech and the University of Miami’s Bascom Palmer Eye Institute. Building on this initial study, NAYA aims to accelerate Phase 2 development and provide early access to patients.

The therapy delivers the gene of interest inside an adeno-associated virus (AAV) vector containing a mitochondrial targeting sequence. This sequence enables delivery specifically to mitochondria, the key site of pathology in LHON and many other mitochondrial diseases.

Broad Applicability

While the lead indication is LHON, NAYA highlights this approach has potential for various mitochondrial orphan diseases. The platform’s strong intellectual property covers use of different AAV capsids and routes of administration.

This flexibility and the high unmet need enables a streamlined regulatory path, including Regenerative Medicine Advanced Therapy and priority review voucher opportunities. The technology has already received over $6 million in grant funding to date.

The asset aligns with NAYA’s focus on innovative regenerative medicine approaches with near-term clinical potential. Gene therapy represents a key component of NAYA’s strategy to build a pipeline addressing major unmet needs.

Expertise in Developing Gene Therapies

NAYA has extensive in-house expertise to advance the acquired AAV gene therapy through late-stage trials toward commercialization. For example, NAYA Chief Medical Officer Dr. Fred Grossman previously led development of the first approved gene therapy, Glybera, during his time at uniQure.

Florida Biotech co-founder Dr. Peter Kash also joins NAYA’s board, bringing over 36 years of biotech leadership experience, including developing and financing gene therapy pioneer Kite Pharma. This expertise will prove valuable for unlocking the platform’s full potential.

Execution of Broader Growth Strategy

NAYA Biosciences was formed earlier in 2023 through the merger of Clinigence Holdings and 4Front Biotech. This deal created a holding company structure to facilitate pipeline expansion through additional strategic acquisitions.

The Florida Biotechnologies program represents the next step in this growth strategy. NAYA plans to continue acquiring high-potential clinical assets to build a robust portfolio spanning gene therapy, oncology, fertility and other areas.

These efforts support NAYA’s overall mission of providing patients earlier access to transformative therapies. The company aims to take an entrepreneurial approach to aggressively advance new technologies through development.

Pending Merger to Unlock Public Markets

NAYA’s deal to acquire Florida Biotechnologies is contingent upon the completion of NAYA’s previously announced merger with fertility company INVO Bioscience, expected in Q1 2024.

The merger will create a publicly traded life sciences company under the INVO name, providing access to capital to support NAYA’s development programs and commercialization. The combined company is valued at over $100 million.

Conclusion

In summary, NAYA Bioscience’s move to acquire Florida Biotechnologies’ AAV gene therapy strengthens its pipeline and aligns with its strategy to focus on high-potential clinical assets. Leveraging its development expertise, NAYA is positioned to accelerate this innovative therapy toward commercialization and fill an important unmet need for patients with mitochondrial diseases.

INVO Bioscience and NAYA Biosciences Announce Definitive Merger Agreement

INVO Bioscience (NASDAQ: INVO) and NAYA Biosciences have unveiled a definitive merger agreement. The primary objective of this union is to establish a robust, publicly traded life science conglomerate with a shared mission: to enhance patient access to life-altering treatments in the fields of oncology, fertility, and regenerative medicine.

The newly formed entity, to be known as “NAYA Biosciences,” will bring together the unique strengths and capabilities of both organizations, representing a significant leap forward in the healthcare landscape. NAYA Biosciences intends to chart a course that includes expanding revenue streams in the fertility sector, forging revenue-generating pharmaceutical partnerships for therapeutic initiatives, and strategically acquiring complementary technologies and companies.

Merger Details and Leadership Transition:

Under the terms of the agreement, INVO will acquire NAYA Biosciences in an all-stock transaction. Shareholders of NAYA Biosciences will receive 7.3333 shares of INVO for each share of NAYA Biosciences at the time of closing. This arrangement equates to approximately 18,150,000 shares of INVO. Dr. Daniel Teper, the current Chairman & CEO of NAYA Biosciences, will assume the position of Chairman & CEO of the combined company.

The merger is contingent on several closing conditions, including shareholder approval, an estimated $5 million or more (at NAYA’s discretion) in interim private financing in INVO at a premium relative to INVO’s market price at the time of financing (“Interim PIPE”), and a private offering by the combined company at a target price of $5.00 per share.

Valuation and Ownership Structure:

The merger values INVO at $12,373,780 and NAYA at $90,750,000. Subject to the successful execution of the Interim PIPE, post-transaction and prior to the private offering, INVO and NAYA shareholders will have ownership stakes of approximately 12% and 88%, respectively, in the combined company. This carefully structured deal is a testament to the alignment of interests and strategic vision.

A New Era for NAYA Biosciences:

Upon completion of the merger, NAYA Biosciences aims to operate as a NASDAQ-listed consortium comprising agile, disruptive, high-growth companies dedicated to expanding patient access to transformative treatments in three core areas:

  • NAYA Oncology: Focused on pioneering solutions in the field of oncology, NAYA Oncology aims to revolutionize cancer treatments.
  • NAYA Fertility: Committed to advancing fertility care, NAYA Fertility seeks to make assisted reproductive technology (ART) more accessible and inclusive for people worldwide.
  • NAYA Regenerative Medicine: This division is at the forefront of regenerative medicine, with a mission to develop breakthrough treatments that can transform lives.

NAYA Biosciences brings together a unique set of capabilities, including expertise in biology, cell and gene therapy, and artificial intelligence (AI). This expertise, combined with INVO’s established network of fertility clinics (INVO Centers) and the innovative INVOcell® medical device for intravaginal culture, sets the stage for accelerated clinical development and the commercialization of groundbreaking treatments.

About NAYA Biosciences:

NAYA Biosciences is poised to become a leader in the life sciences arena, fostering a cluster of high-growth companies dedicated to advancing oncology, fertility, and regenerative medicine. Leveraging its proficiency in biology, cell and gene therapy, and AI, NAYA Biosciences is on a mission to redefine the landscape of healthcare.

About INVO Bioscience:

INVO Bioscience is a healthcare services fertility company committed to broadening access to assisted reproductive technology (ART) worldwide. The company’s strategy centers on the establishment of dedicated “INVO Centers” offering the INVOcell® and intravaginal culture procedure, acquisition of U.S.-based profitable in vitro fertilization (IVF) clinics, and the distribution of its proprietary technology into existing fertility clinics. INVOcell® represents a pioneering approach to fertilization and early embryo development within the woman’s body, offering a promising alternative to traditional IVF and intrauterine insemination (IUI) treatments.

The merger between INVO Bioscience and NAYA Biosciences represents a major milestone in the life sciences industry, poised to drive innovation and bring transformative treatments to patients worldwide.