Valo Health Announces the Acquisition of Courier Therapeutics

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.