Under the agreement, Valerio will acquire 100% of Etherna based on an enterprise value of €30 million. The acquisition will be funded through a combination of cash and newly issued Valerio shares. The transaction remains subject to shareholder approval, with an extraordinary general meeting expected to take place around October 6, 2026. Valerio said it has already secured irrevocable voting commitments from shareholders representing more than 70% of voting rights.

The €40.25 million financing will provide the cash component of the acquisition and support the development of the combined company. Existing shareholders Artal International, Financière de la Montagne and Saint James Luxembourg subscribed for €18 million, €7 million and €1 million respectively.

Combining complementary RNA technologies

The acquisition brings together three complementary technology platforms: Valerio's nucleic acid chemistry and cell-targeting technologies with Etherna's mRNA and LNP capabilities. According to Valerio, the combination is intended to address one of the key challenges in RNA therapeutics: delivering medicines to tissues beyond the liver.

“The acquisition of Etherna marks a decisive step in Valerio’s strategy: to build a leading player in RNA therapeutics,” said Gilles Besin, CEO of Valerio Therapeutics. “By combining Etherna’s RNA and LNP platforms with our proprietary cell-targeting technologies, we are creating a powerful innovation engine designed to accelerate the development of next-generation RNA medicines.”

Etherna, which has more than a decade of experience in mRNA and LNP technologies, develops proprietary platforms including customizable lipid nanoparticles and advanced mRNA chemistry. The company also has in-house manufacturing capabilities, including GMP-grade production.

Bernard Sagaert, CEO of Etherna, said the combination would provide the company with greater scale and resources to advance its technologies and manufacturing capabilities.

Investment in pipeline and manufacturing

Following completion of the transaction, Valerio plans to integrate Etherna's research, technical operations and quality functions with its own organization. Part of the financing will also be used to scale Etherna's GMP manufacturing facility in Niel, Belgium, with the aim of supporting clinical supply requirements and building internal mRNA and LNP production capacity.

The remaining proceeds will support Valerio's proprietary pipeline, including VTX-001, VTX-002 and VTX-003, as well as IND-enabling activities for VTX-001, alongside working capital and other corporate purposes.

Valerio expects the combined cash resources to fund its planned operating expenses and capital expenditure for at least 18 months following completion of the financing, based on its current plans and forecasts.

The transaction represents a significant strategic shift for Valerio as it seeks to establish a more integrated position in the rapidly developing RNA therapeutics field, combining drug design, targeted delivery and manufacturing capabilities within a single biotechnology company.