Xlife Sciences AG’s Portfolio Company, VERAXA Biotech AG, Takes Key Step Toward NASDAQ Listing with Filing of Form F-4

The filing demonstrates continued momentum in VERAXA’s public market journey and billion-dollar valuation

Zurich, 17^th of July 2025: Xlife Sciences AG («Xlife Sciences», SIX: XLS), a leading incubator and value creator in the life sciences sector, announces that its portfolio company, VERAXA Biotech AG («VERAXA»), in which Xlife Sciences has a stake of approximately 19%, and which had previously announced a proposed business combination with Voyager Acquisition Corp. («Voyager», NASDAQ: VACH), a U.S.-listed SPAC, has filed a registration statement on Form F-4, which includes a preliminary proxy statement, with the U.S. Securities and Exchange Commission (SEC).

This is  a significant milestone on VERAXA’s path to becoming a publicly listed company on NASDAQ. While the Registration Statement has not been declared effective, and the information included within is not complete and subject to change, it contains key information about Voyager's proposed business and securities listing, VERAXA’s drug development pipeline, technology platform, licensing partnerships, intellectual property, and research and development program. It also includes the proposed Business Combination Agreement and the proposals to be considered by Voyager’s shareholders.

Under the terms of the Business Combination Agreement, VERAXA’s equity value contribution into the Business Combination will amount to approximately $1.3 billion. Accordingly, VERAXA’s shareholders will receive approximately 130 million ordinary shares of the combined company in exchange for their existing VERAXA shares. Existing VERAXA shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.

Assuming a share price of $10.00 per share and no redemptions of Voyager’s shares by Voyager’s public shareholders, VERAXA (as a combined entity) is expected to have an implied pro forma equity value of approximately $1.64 billion at closing.

Upon the closing of the Business Combination, VERAXA anticipates access to approximately up to $ 253 million in cash held in trust by Voyager, prior to the payment of transaction costs of VERAXA and Voyager, and assuming no redemptions by Voyager’s public shareholders.

Additionally, VERAXA is actively raising a crossover financing round from existing and new investors, which the Company expects to close prior to the completion of the Business Combination.

Oliver R. Baumann, CEO of Xlife Sciences AG, commented: «VERAXA’s filing of the F-4 is a strong indicator of progress and reinforces our confidence in both VERAXA and the proposed business combination. The transaction reflects the quality and global relevance of VERAXA’s technology and pipeline. With a clear strategic roadmap, robust investor interest, and an anticipated NASDAQ listing, VERAXA is well on track to become a global player in oncology therapeutics. This is precisely the type of value transformation we target within our portfolio.»

«We are excited to share this pivotal milestone in VERAXA's journey toward becoming a public company,» commented Christoph Antz, Ph.D., CEO and Co-Founder of VERAXA. «The filing of our Registration Statement marks a significant step forward in our path to accessing the public capital markets and vision of bringing the next generation of safe and highly effective cancer therapies to patients. We remain focused on executing the merger effectively with Voyager as we move forward together.»

Xlife Sciences currently holds approximately 19% of VERAXA’s shares and views this transaction, which will significantly enhance Xlife Sciences’ valuation, as a major validation of its model that bridges academic innovation with commercial market access. The business combination is expected to close in Q4 2025, subject to shareholder approval and customary closing conditions.

Further details, including an investor presentation and documentation related to the proposed transaction, are available via the SEC’s EDGAR system at www.sec.gov.

Financial calendar

Contact
Information for investors and journalists: Xlife Sciences AG, Dr. Dennis Fink, dennis.fink@xlifesciences.ch

Xlife Sciences AG, 
Talacker 35, 
8001 Zurich, 
Switzerland,
Phone +41 44 385 84 60
info@xlifesciences.ch, www.xlifesciences.ch, 
Commercial Register Zurich CHE-330.279.788 
Stock Exchange: SIX Swiss Exchange

Advisors

Anne Martina Group is acting as sole M&A advisor to VERAXA. Duane Morris LLP is acting as legal counsel to VERAXA. Winston & Strawn LLP is serving as legal counsel to Voyager. Cantor Fitzgerald is acting as Voyager's capital markets advisor.

About Xlife Sciences AG (SIX:XLS) 

Xlife Sciences is a Swiss company focused as incubator and accelerator on the value development and commercialization of promising research projects from universities and other research institutions in the life sciences sector, with the aim of providing solutions for high unmet medical needs and a better quality of life. The goal is to bridge research and development to healthcare markets. Xlife Sciences takes carefully selected projects in the four areas of technological platforms, biotechnology/ therapies, medical technology, and artificial intelligence/digital health to the next stage of development, and participates in their subsequent performance. For more information, visit https://www.xlifesciences.ch 

About VERAXA Biotech AG

At VERAXA Biotech AG, we strive to establish the premiere drug discovery and development engine for antibody drug conjugates and other novel antibody-based therapy concepts. Wielding a suite of transformative technology innovations and applying thorough quality-by-design principles in drug discovery, we are accelerating our pipeline of antibody drug conjugates and our novel BiTAC antibody formats into and through clinical development. VERAXA Biotech AG originates from scientific discoveries made at the European Molecular Biology Laboratory (EMBL), a world-leading institute for life science research and ground-breaking enabling technologies. For more information, visit https://www.veraxa.com/ 

About Voyager Acquistion Corp. (VACH US)

Voyager Acquisition Corp. is a blank check company incorporated in December 2023 as a Cayman Islands exempted company. Headquartered in Brookly, New York, its primary objective is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. Led by experienced professionals with a track record in healthcare and life sciences, Voyager seeks to support transformative businesses on their path to becoming publicly listed companies. For more information, visit https://www.voyageracq.com/ 

Disclaimer 

Some of the information contained in this media release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Xlife Sciences undertakes no obligation to publicly update or revise any forward-looking statements. 

More information about the Participants in the Solicitation, Non-Solicitation, Forward-Looking Statements and Additional Information can be found in the attached document.