Amanat Acquisition To Merge With Corxel Pharmaceuticals; Transaction Includes Concurrent, Oversubscribed PIPE With Expected Gross Proceeds Of ~$300M In Addition To ~$75M In Amanat’s Trust Account

Transaction Overview

The proposed business combination and concurrent PIPE are expected to provide approximately $377 million (prior to the payment of transaction costs and assuming no redemptions by Amanat’s shareholders) in gross proceeds to the combined company. The net proceeds from the proposed transaction are expected to support the company through 2029 and to fund the global Phase 3 development program for CX11 in obesity.

Corxel Pharmaceuticals Limited ("Corxel Group"), the current parent company of Corxel US, is expected to receive equity consideration in the combined company in the form of common stock and pre-funded warrants.

The transaction is specifically limited to Corxel US and the obesity-focused business and assets included in the definitive business combination agreement. Corxel US is currently part of the broader Corxel Group. Other Corxel Group entities and assets held outside Corxel US, including Corxel HK and JX10, Corxel HK’s clinical-stage acute ischemic stroke program, are not included in the transaction and will remain outside the combined public company.

The boards of directors of Corxel US and Amanat have each approved the proposed transaction. The transaction is expected to close in the first half of 2027, subject to customary closing conditions, including, among other things, approval by Amanat’s shareholders, receipt of required approvals from Corxel US and Corxel Group stakeholders, effectiveness of the applicable registration statement, satisfaction of Nasdaq listing requirements and receipt of any required regulatory approvals.

Building a Differentiated Oral Obesity Franchise

Corxel US is advancing a portfolio of oral product candidates designed to address important limitations of current injectable and oral obesity therapies and expand the number of patients who can access effective, convenient, and scalable treatment options.

Its lead product candidate, CX11, is an investigational, once-daily, oral small-molecule GLP-1 RA being developed for obesity, type 2 diabetes, and related cardiometabolic conditions. CX11 has been evaluated across an extensive clinical development program in the United States and Asia and has demonstrated clinically meaningful weight loss and a generally favorable tolerability profile.

In a U.S. Phase 2 obesity trial, CX11 achieved mean body-weight reduction of up to 11.5% at Week 36 under the efficacy estimand. CX11 also demonstrated a generally favorable GI tolerability and safety profile throughout the 36-week double-blind treatment period. Across the CX11 dosing cohorts, rates of nausea ranged from 33% to 34%, vomiting from 12% to 16%, diarrhea from 4% to 12% and constipation from 2% to 12%. The most commonly reported adverse events were GI-related and were generally mild to moderate in severity. No severe cases of nausea, vomiting, diarrhea or constipation were reported. GI adverse events occurred primarily during dose escalation and gradually subsided during the maintenance period. The overall treatment-discontinuation rate due to GI adverse events was 5.0%.

Following an End-of-Phase 2 meeting, Corxel US has aligned with the FDA on key elements of CX11’s regulatory path and Phase 3 trial design and plans to advance CX11 into global Phase 3 development.

An ongoing Phase 1b study evaluating higher doses of CX11 is expected to provide additional clinical data in the first half of 2027 and is intended to explore potential efficacy upside supported by the product candidate’s pharmacokinetic and tolerability profile observed to date.

Corxel US is also developing CX12, an investigational oral small-molecule amylin receptor agonist. Multiple lead candidates are currently under evaluation, with IND-enabling activities ongoing to target an investigational new drug application for CX12 in the first half of 2027. 

Upon completion of the proposed transaction, Corxel US will become a wholly owned subsidiary of the combined public company. The combined public company is expected to operate under a new name and have its common stock listed on the Nasdaq Capital Market under a new ticker symbol, in each case to be announced before closing. The current management of Corxel US is expected to continue leading Corxel US while a search for a U.S.-based Chief Executive Officer is underway. A new Chief Executive Officer of the combined company is expected to be hired prior to or upon the closing of the transaction.

In addition to approximately $75 million held in Amanat’s trust account, the transaction includes commitments for a concurrent, oversubscribed PIPE that is expected to result in total gross proceeds of approximately $300 million, subject to adjustment pursuant to the reduction mechanism described below. The PIPE includes participation from new and existing investors including RTW Investments, New Enterprise Associates (NEA), SR One, Mirae Asset Capital Life Science, HBM Healthcare Investments (Cayman) Ltd., Nantahala Capital, Coastlands Capital, LifeSci Venture Partners, Invus, TCGX, RA Capital Management, Propel Bio, SilverArc Capital and a large healthcare mutual fund. Certain investors may receive pre-funded warrants in lieu of shares, priced at the per share price less the exercise price payable upon exercise. Subject to specified conditions, PIPE investors may also reduce their respective subscription obligations on a one-for-one basis by acquiring and not redeeming Amanat shares in the open market or in privately negotiated transactions prior to the shareholder meeting, with a corresponding reduction in their respective purchase prices under the PIPE.