• New company (“NewCo”) co-founded by Nxera with a syndicate of leading healthcare and life sciences-focused investment firms.
• In return for granting an exclusive worldwide license to the program, Nxera is eligible to receive up to US$275 million in development and commercial milestone payments as well as tiered royalties. In addition, Nxera retains rights to Japan and certain Asia-Pacific territories and now holds a significant minority equity stake in the NewCo.
• Builds toward the establishment of an asset spin-out model, following Orexia Therapeutics/Centessa Pharmaceuticals, which announced an agreement to be acquired by Lilly.

As announced on 12 February 2026, Nxera Pharma Co., Ltd. (“Nxera” or the “Company”) entered into a license agreement with a newly established company (“NewCo”) to advance a specific GPCR-targeted program owned by Nxera. Nxera today announces that, in connection with the closing of a Series A financing undertaken by NewCo, Nxera and a syndicate of leading healthcare and life sciences-focused investors have entered into an investment agreement with NewCo. NewCo will accelerate preclinical studies of a GPCR program against a target discovered using Nxera’s NxWave™ technology platform and advance the program toward global clinical trials. By participating in the Series A financing, Nxera will continue its partnership with NewCo to maximize impact for patients and the value of the program for shareholders.

Under the terms of the license agreement, Nxera has granted NewCo an exclusive worldwide license to develop, manufacture and commercialize a GPCR program currently at pre-clinical stage (target undisclosed), excluding Japan and certain Asia-Pacific territories. Nxera is eligible to receive up to US$275 million in milestone payments based on development and commercial progress, plus tiered royalties.

In addition, following NewCo’s formation, the execution of the license agreement and completion of the Series A financing, Nxera holds a significant minority equity stake in NewCo on a fully diluted basis. The program is outside Nxera's core metabolic and rare endocrine focus, and the spin-out structure allows it to be advanced with dedicated external capital and leadership.

Dr. Patrik Foerch, Nxera’s Chief Scientific Officer and President of Nxera Pharma UK, has joined NewCo’s Board of Directors. Through this representation, Nxera will continue the work with NewCo under appropriate governance on development execution and key strategic decisions, with the joint aim of accelerating and maximizing the value of the program.

Christopher Cargill, President and CEO of Nxera Pharma, commented: “This transaction marks Nxera’s second deployment of a spin-out model already validated by Orexia Therapeutics, whose orexin 2 receptor agonist pipeline was further developed via Centessa Pharmaceuticals and is being acquired by Lilly for up to approximately US$7.8 billion. The model allows us to accelerate the development of promising and differentiated, but non-core GPCR-targeted assets from NxWave™ into global clinical trials while retaining equity, milestones and royalties. Crucially, we have kept rights in Japan and parts of Asia-Pacific in this new transaction, so that if development succeeds, we can advance and deliver this medicine directly to patients in our home markets.”