Nuformix plc (LSE: NFX), a UK pharmaceutical development company focused on drug repurposing in fibrosis and oncology, has announced it has signed heads of terms to acquire the entire issued share capital of privately owned Biovara Limited through a share-for-share exchange. The proposed transaction, structured as a merger of equals, would combine Nuformix's NXP002 programme for idiopathic pulmonary fibrosis with Biovara's LipAprep asset targeting lung cancer-related cough. The announcement also confirms that Nuformix intends to cancel its Main Market listing and seek admission to AIM upon completion, with SP Angel Corporate Finance LLP appointed as financial adviser.

Key Points

  • Nuformix plc (LSE: NFX) is a UK pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug repurposing.
  • Heads of terms signed for a share-for-share acquisition of Biovara Limited, structured as a merger of equals, to create a combined clinical-stage respiratory business.
  • Exclusivity period of six months applies, with a transaction long-stop date of 30 April 2027; final terms remain subject to due diligence and shareholder approvals.
  • Investors should watch for further announcements on due diligence progress, AIM admission documentation, and ongoing NXP002 licensing discussions.

NXP002 and LipAprep: Two Proprietary Respiratory Assets at the Heart of the Proposed Combination

Nuformix's lead asset, NXP002, is a proprietary inhaled formulation of tranilast being developed for idiopathic pulmonary fibrosis and other fibrotic interstitial lung diseases. The programme holds Orphan Drug Designation from both the US Food and Drug Administration and the European Medicines Agency. Biovara's LipAprep is a patent-protected, lipid-based formulation of aprepitant — an established NK-1 receptor antagonist — developed for lung cancer-related cough. LipAprep has completed a single ascending dose Phase 1 clinical study at doses of up to 750 mg, and its patent protection extends to at least 2045, according to the announcement.

Clinical Evidence Behind LipAprep and the Rationale for a Novel Aprepitant Formulation

The announcement references prior clinical research in which aprepitant was associated with a mean reduction of 30.3% in 24-hour cough frequency compared with placebo in a randomised, double-blind, placebo-controlled study. A separate randomised study involving 128 patients reported improvements in cough severity and cough-specific quality of life. Biovara developed LipAprep specifically to address pharmacokinetic limitations of the existing aprepitant formulation for long-term use, with the proprietary lipid formulation designed to provide more predictable drug exposure and support chronic administration. Preparations for a Phase 2 proof-of-concept study are stated to be under way.

Proposed Move from Main Market to AIM and Key Conditions Attached to the Transaction

Completion of the proposed acquisition is conditional upon satisfactory reciprocal due diligence, execution of definitive transaction documentation, shareholder approvals at a general meeting, cancellation of Nuformix's existing Main Market listing, and admission of the enlarged group's shares to AIM. The announcement notes the transaction may constitute a reverse takeover under UK Listing Rules and is likely to require a Rule 9 waiver from the Takeover Panel, subject to approval by independent Nuformix shareholders. The heads of terms are principally non-binding, aside from provisions covering confidentiality, exclusivity, costs and termination.

SP Angel Appointed as Adviser; Existing NXP002 Partnering Discussions Continue Independently

Nuformix has appointed SP Angel Corporate Finance LLP as financial adviser for the proposed acquisition and the intended AIM admission, with SP Angel expected to act as nominated adviser and joint broker to the enlarged group following completion, subject to due diligence. The company states that existing discussions with potential commercial and licensing partners for NXP002 remain ongoing and are not expected to be delayed or adversely affected by the proposed acquisition. The combined valuation of the enlarged group has not yet been agreed, and no financial terms beyond the share-for-share structure have been disclosed in the announcement.