Harmony Agrees to Acquire Zynerba

Rare Daily Staff

Harmony Biosciences said it agreed to acquire Zynerba Pharmaceuticals, a developer of transdermal cannabinoid therapies for orphan neuropsychiatric disorders including fragile X syndrome, for up to $200 million and contingent value rights worth up to $140 milllion.

Under the terms of the agreement, Harmony will commence a tender offer to acquire all outstanding shares of Zynerba for a purchase price of $1.1059 per share in cash, or $60 million in the aggregate, plus one non-tradeable contingent value right (CVR) per share, representing the right to receive potential additional payments of up to $140 million in the aggregate, subject to the achievement of certain clinical, regulatory, and sales milestones.

“This is an important step in Harmony’s strategy to build a diversified portfolio of innovative assets to address unmet medical needs and drive our long-term growth,” said Jeffrey Dayno, president and CEO at Harmony Biosciences. “This acquisition affords us the opportunity to advance the development and delivery of a potentially transformative treatment for the symptoms of fragile X syndrome and other rare neuropsychiatric disorders.”

Fragile X syndrome (FXS) is a rare genetic disorder that affects approximately 80,000 people in the U.S., causing intellectual disabilities and behavioral challenges. Despite considerable progress in medical science, there remains a significant unmet medical need in treating patients living with this debilitating disorder. There are currently no FDA approved therapies to treat FXS.

Zynerba’s lead asset, Zygel, is the first and only pharmaceutically manufactured, synthetic cannabidiol, a non-euphoric cannabinoid, formulated as a patent-protected permeation-enhanced gel for transdermal delivery through the skin and into the circulatory system. Zygel is manufactured through a synthetic process and is not extracted from the cannabis plant. As a result, it is devoid of THC, which is what causes the euphoric effect of cannabis, and has the potential to be a nonscheduled product if approved. Zygel is currently being evaluated in a pivotal phase 3 clinical trial for patients living with FXS, known as the RECONNECT Trial. Additionally, Zygel showed positive signals in an open label phase 2 trial in patients living with 22q11.2 deletion syndrome (22q), called the INSPIRE Trial.

It is estimated that there are approximately 80,000 people living with 22q in the United States. Patients with 22q are affected by symptoms related to many organ systems including neuropsychiatric symptoms such as anxiety and behavioral difficulties. There are currently no FDA-approved therapies to treat 22q.

Cannabidiol, the active ingredient in Zygel, has been granted orphan drug designation by the United States Food and Drug Administration and the European Medicines Agency for the treatment of FXS and for the treatment of 22q. Additionally, Zygel has received FDA Fast Track designation for the treatment of behavioral symptoms in patients with FXS.

The transaction is expected to close by the fourth quarter of 2023, subject to customary closing conditions.

Photo: Jeffrey Dayno, president and CEO at Harmony Biosciences