Valo Health Announces the Acquisition of Courier Therapeutics

Expands capabilities of Valo's proprietary Opal Computational Platform into protein therapeutics with potential to apply broadly across Valo's prioritized focus areas

BOSTON, July 27, 2021 /​PRNewswire/​— Valo Health, LLC (“Valo”), the tech­nol­o­gy com­pa­ny built to trans­form the drug dis­cov­ery and devel­op­ment process using human-cen­tric data and arti­fi­cial intel­li­gence-dri­ven com­pute, today announced its acqui­si­tion of Couri­er Ther­a­peu­tics. A biotech­nol­o­gy com­pa­ny found­ed in 2015 by Dr. Alexan­der Krup­nick and col­leagues at Wash­ing­ton Uni­ver­si­ty in St. Louis and Mer­cury Fund, Couri­er devel­oped a pro­tein ther­a­peu­tics plat­form that has the poten­tial to make can­cer immunother­a­py safer and more effi­ca­cious than treat­ments cur­rent­ly avail­able or in devel­op­ment. The Couri­er tech­nol­o­gy has poten­tial applic­a­bil­i­ty beyond can­cer ther­a­peu­tics, to autoim­mune and inflam­ma­to­ry dis­eases. The trans­ac­tion includes an upfront pay­ment, mile­stones, and oth­er considerations.

We are enthu­si­as­tic about Couri­er’s pro­pri­etary cell-tar­get­ing tech­nol­o­gy because we believe it posi­tions Valo to cre­ate a new fron­tier in can­cer immunother­a­pies,” said David Berry, Valo CEO. This acqui­si­tion pro­vides Valo with a unique oppor­tu­ni­ty to expand our pro­pri­etary capa­bil­i­ties into pro­tein ther­a­peu­tics, there­by extend­ing our modal­i­ties and our reach while enabling us to poten­tial­ly pio­neer pre­ci­sion immune mod­u­la­tion as a tool against impor­tant dis­eases such as cancer.”

Valo believes the acquired tech­nol­o­gy has the poten­tial to dra­mat­i­cal­ly advance the field of can­cer immunother­a­py and immunother­a­py more gen­er­al­ly. The first appli­ca­tion of its tech­nol­o­gy, OPL-0101 (pre­vi­ous­ly known as CT-101), is a fusion pro­tein ago­nist that specif­i­cal­ly tar­gets and stim­u­lates both nat­ur­al killer cells and CD8+ cyto­tox­ic T cells. OPL-0101, cur­rent­ly in IND-enabling stud­ies, has the poten­tial to cre­ate pow­er­ful, direct­ed immune-medi­at­ed activ­i­ty against can­cer cells by prim­ing innate and adap­tive immune sys­tems to fight can­cer while reduc­ing sys­temic off-tar­get effects and exhaus­tion. Valo believes that OPL-0101 is an immuno-oncol­o­gy can­di­date with the poten­tial for devel­op­ment in a range of indi­ca­tions includ­ing colon can­cer, non-small cell lung can­cer, renal cell car­ci­no­ma, and/​or advanced melanoma with the fur­ther poten­tial to pur­sue spe­cif­ic patient pop­u­la­tions with­in each cancer.

We are delight­ed that Valo rec­og­nizes the val­ue of our immune tar­get­ing plat­form and our unique tumor-tar­get­ing can­di­date OPL-0101,” said Dr. John K. West­wick, CEO of Couri­er Ther­a­peu­tics. I have full con­fi­dence that Val­o’s unique capa­bil­i­ties and resources will bring Couri­er’s inno­v­a­tive ther­a­pies to patients as quick­ly as possible.”

In acquir­ing Couri­er and its tech­nol­o­gy, Valo will be expand­ing the reach of its pro­pri­etary Opal Com­pu­ta­tion­al Plat­form into pro­tein ther­a­peu­tics. Valo aims to use the Couri­er tech­nol­o­gy’s expand­ed capa­bil­i­ties to tar­get cells that will elic­it the cor­rect bio­log­i­cal response in select patients and there­fore pos­i­tive­ly impact the treat­ment of dis­eases. The cell-tar­get­ing capa­bil­i­ties of the tech­nol­o­gy, while ini­tial­ly being applied to oncol­o­gy in OPL-0101, has the poten­tial to apply broad­ly across Val­o’s pri­or­i­tized three ther­a­peu­tic areas of focus, name­ly car­dio­vas­cu­lar-meta­bol­ic-renal, oncol­o­gy, and neu­rode­gen­er­a­tive disease.

About Valo Health
Valo Health, LLC (“Valo”) is a tech­nol­o­gy com­pa­ny built to trans­form the drug dis­cov­ery and devel­op­ment process using human-cen­tric data and arti­fi­cial intel­li­gence-dri­ven com­pu­ta­tion. As a dig­i­tal­ly native com­pa­ny, Valo aims to ful­ly inte­grate human-cen­tric data across the entire drug devel­op­ment life cycle into a sin­gle uni­fied archi­tec­ture, there­by accel­er­at­ing the dis­cov­ery and devel­op­ment of life-chang­ing drugs while simul­ta­ne­ous­ly reduc­ing costs, time, and fail­ure rates. The com­pa­ny’s Opal Com­pu­ta­tion­al Plat­form is an inte­grat­ed set of capa­bil­i­ties designed to trans­form data into valu­able insights that may accel­er­ate dis­cov­er­ies and enable Valo to advance a robust pipeline of pro­grams across car­dio­vas­cu­lar meta­bol­ic renal, oncol­o­gy, and neu­rode­gen­er­a­tive dis­ease. Found­ed by Flag­ship Pio­neer­ing and head­quar­tered in Boston, MA, Valo also has offices in Lex­ing­ton, MA, San Fran­cis­co, CA, Prince­ton, NJ, and Bran­ford, CT. To learn more, vis­it www​.val​o​health​.com.

Addi­tion­al Infor­ma­tion and Where to Find It
This doc­u­ment relates to a pro­posed trans­ac­tion between Valo and Khosla Ven­tures Acqui­si­tion Co. (“KVAC”). This doc­u­ment does not con­sti­tute an offer to sell or exchange, or the solic­i­ta­tion of an offer to buy or exchange, any secu­ri­ties, nor shall there be any sale of secu­ri­ties in any juris­dic­tion in which such offer, sale or exchange would be unlaw­ful pri­or to reg­is­tra­tion or qual­i­fi­ca­tion under the secu­ri­ties laws of any such juris­dic­tion. KVAC has filed a reg­is­tra­tion state­ment on Form S‑4 with the SEC on July 1, 2021, which includes a doc­u­ment that serves as a prospec­tus and proxy state­ment of KVAC, referred to as a proxy statement/​prospectus. A final proxy statement/​prospectus will be sent to all KVAC share­hold­ers. KVAC also will file oth­er doc­u­ments regard­ing the pro­posed trans­ac­tion with the SEC. Before mak­ing any vot­ing deci­sion, investors and secu­ri­ty hold­ers of KVAC are urged to read the reg­is­tra­tion state­ment, the proxy statement/​prospectus and all oth­er rel­e­vant doc­u­ments filed or that will be filed with the SEC in con­nec­tion with the pro­posed trans­ac­tion as they become avail­able because they will con­tain impor­tant infor­ma­tion about the pro­posed transaction.

Investors and secu­ri­ty hold­ers will be able to obtain free copies of the reg­is­tra­tion state­ment, the proxy statement/​prospectus and all oth­er rel­e­vant doc­u­ments filed or that will be filed with the SEC by KVAC through the web­site main­tained by the SEC at www​.sec​.gov.

The doc­u­ments filed by KVAC with the SEC also may be obtained free of charge at KVAC’s web­site at https://​khoslaven​ture​sac​qui​si​tion​co​.com/kvsa or upon writ­ten request to Sec­re­tary at Khosla Ven­tures Acqui­si­tion Co., 2128 Sand Hill Road, Men­lo Park, Cal­i­for­nia 94025.

Par­tic­i­pants in Solic­i­ta­tion
KVAC and Valo and their respec­tive direc­tors and exec­u­tive offi­cers may be deemed to be par­tic­i­pants in the solic­i­ta­tion of prox­ies from KVAC’s share­hold­ers in con­nec­tion with the pro­posed trans­ac­tion. A list of the names of such direc­tors and exec­u­tive offi­cers and infor­ma­tion regard­ing their inter­ests in the busi­ness com­bi­na­tion will be con­tained in the proxy statement/​prospectus when avail­able. You may obtain free copies of these doc­u­ments as described in the pre­ced­ing paragraph.

For­ward-Look­ing State­ments
This doc­u­ment con­tains cer­tain for­ward-look­ing state­ments with­in the mean­ing of the fed­er­al secu­ri­ties laws with respect to the pro­posed trans­ac­tion between Valo and KVAC. These for­ward-look­ing state­ments gen­er­al­ly are iden­ti­fied by the words believe,” project,” expect,” antic­i­pate,” esti­mate,” intend,” strat­e­gy,” future,” oppor­tu­ni­ty,” plan,” may,” should,” will,” would,” will be,” will con­tin­ue,” will like­ly result,” and sim­i­lar expres­sions. For­ward-look­ing state­ments are pre­dic­tions, pro­jec­tions and oth­er state­ments about future events that are based on cur­rent expec­ta­tions and assump­tions and, as a result, are sub­ject to risks and uncer­tain­ties. Many fac­tors could cause actu­al future events to dif­fer mate­ri­al­ly from the for­ward-look­ing state­ments in this doc­u­ment, includ­ing but not lim­it­ed to: (i) the risk that the trans­ac­tion may not be com­plet­ed in a time­ly man­ner or at all, which may adverse­ly affect the price of KVAC’s secu­ri­ties, (ii) the risk that the trans­ac­tion may not be com­plet­ed by the busi­ness com­bi­na­tion dead­line and the poten­tial fail­ure to obtain an exten­sion of the busi­ness com­bi­na­tion dead­line if sought by either par­ty, (iii) the fail­ure to sat­is­fy the con­di­tions to the con­sum­ma­tion of the trans­ac­tion, includ­ing the approval of the adop­tion of the Agree­ment and Plan of Merg­er, dat­ed as of June 9, 2021 (the Merg­er Agree­ment”), by and among KVAC, Valo, Valo Health, Inc., a Delaware cor­po­ra­tion and a direct whol­ly owned sub­sidiary of Valo and Killing­ton Merg­er Sub Inc., a Delaware cor­po­ra­tion and a direct whol­ly owned sub­sidiary of KVAC, by the share­hold­ers of KVAC, the sat­is­fac­tion of the min­i­mum trust account amount fol­low­ing any redemp­tions by KVAC’s pub­lic share­hold­ers and the receipt of cer­tain gov­ern­men­tal and reg­u­la­to­ry approvals, (iv) the lack of a third par­ty val­u­a­tion in deter­min­ing whether or not to pur­sue the pro­posed trans­ac­tion, (v) the inabil­i­ty to com­plete the PIPE trans­ac­tion, (vi) the occur­rence of any event, change or oth­er cir­cum­stance that could give rise to the ter­mi­na­tion of the Merg­er Agree­ment, (vii) the effect of the announce­ment or pen­den­cy of the trans­ac­tion on Val­o’s busi­ness rela­tion­ships, oper­at­ing results, and busi­ness gen­er­al­ly, (viii) risks that the pro­posed trans­ac­tion dis­rupts cur­rent plans and oper­a­tions of Valo, (ix) the out­come of any legal pro­ceed­ings that may be insti­tut­ed against Valo or against KVAC relat­ed to the Merg­er Agree­ment or the pro­posed trans­ac­tion, (x) the abil­i­ty to main­tain the list­ing of KVAC’s secu­ri­ties on a nation­al secu­ri­ties exchange, (xi) changes in the com­pet­i­tive and reg­u­lat­ed indus­tries in which Valo oper­ates, vari­a­tions in oper­at­ing per­for­mance across com­peti­tors, changes in laws and reg­u­la­tions affect­ing Val­o’s busi­ness and changes in the com­bined cap­i­tal struc­ture, (xii) the abil­i­ty to imple­ment busi­ness plans and oth­er expec­ta­tions after the com­ple­tion of the pro­posed trans­ac­tion, and iden­ti­fy and real­ize addi­tion­al oppor­tu­ni­ties, (xiii) the risk of down­turns and a chang­ing reg­u­la­to­ry land­scape in the high­ly com­pet­i­tive drug dis­cov­ery and devel­op­ment indus­try, and (ix) costs relat­ed to the trans­ac­tion and the fail­ure to real­ize antic­i­pat­ed ben­e­fits of the trans­ac­tion or to real­ize esti­mat­ed pro for­ma results and under­ly­ing assump­tions, includ­ing with respect to esti­mat­ed share­hold­er redemp­tions. The fore­go­ing list of fac­tors is not exhaus­tive. You should care­ful­ly con­sid­er the fore­go­ing fac­tors and the oth­er risks and uncer­tain­ties described in the Risk Fac­tors” sec­tion of the reg­is­tra­tion state­ment on Form S‑4 dis­cussed above and oth­er doc­u­ments filed by KVAC from time to time with the SEC. These fil­ings iden­ti­fy and address oth­er impor­tant risks and uncer­tain­ties that could cause actu­al events and results to dif­fer mate­ri­al­ly from those con­tained in the for­ward-look­ing state­ments. For­ward-look­ing state­ments speak only as of the date they are made. Read­ers are cau­tioned not to put undue reliance on for­ward-look­ing state­ments, and Valo and KVAC assume no oblig­a­tion and do not intend to update or revise these for­ward-look­ing state­ments, whether as a result of new infor­ma­tion, future events, or oth­er­wise. Nei­ther Valo nor KVAC gives any assur­ance that either Valo or KVAC, or the com­bined com­pa­ny, will achieve its expectations.