Inhibikase acquires CorHepta in merger, paying $15.0 million in 4,979,101 shares of stock

Inhibikase Therapeutics, Inc. (Nasdaq: IKT) acquired CorHepta Pharmaceuticals, Inc. on February 21, 2025, and paid for it with newly issued common stock. It disclosed the merger in a Form 8-K filed February 24, 2025. The purchase price is $15.0 million, subject to a customary purchase price adjustment, paid through an aggregate of 4,979,101 shares.

The merger and the share split

Inhibikase signed an Agreement and Plan of Merger and Reorganization with its own subsidiary, Project IKT Merger Sub, Inc., CorHepta, and Preston S. Klassen, who signed solely as sellers' representative. Merger Sub merged into CorHepta on the closing date, and CorHepta survived as a wholly owned subsidiary.

Of the 4,979,101 shares, 3,319,397 were issued as upfront consideration. Of those upfront shares, 82,979 were deposited in a twelve-month escrow to cover possible indemnity claims against the former CorHepta stockholders. The rest of the shares were issued as contingent consideration. They vest only if a milestone is met, and they are forfeited if that condition is not satisfied by the first anniversary of closing. The 8-K does not name the milestone.

The shares were not registered under the Securities Act. Inhibikase says it offered them in reliance on the private-offering exemption in Section 4(a)(2). The filing does not give the number of shares outstanding before the deal, so it does not show what share of the company the former CorHepta holders now own.

Who runs the company now

On the closing date, the board named Chris Cabell as President and Head of Research and Development. Cabell had been chief executive officer of CorHepta since August 2024. The board grew from seven directors to eight and appointed Vincent Aurentz as a Class I director. The 8-K says Aurentz sits on the board of Forward Therapeutics and was on the board of Longboard Pharmaceuticals until its acquisition by Lundbeck A/S in December 2024.

Cabell's employment agreement, dated February 21, 2025, sets an annual base salary of $500,000 and a cash bonus of up to 45% of base salary. He received 2,810,000 stock options in two grants, one covering up to 1,100,705 shares and one covering up to 1,709,295. Both vest in three equal installments on the second, third and fourth anniversaries of his hire date. The second grant becomes exercisable in proportion to the exercise of Inhibikase's Series A-1 and Series B-1 Warrants, a detail the company does not explain further.

The press release furnished as Exhibit 99.1 says John Adams, Ph.D., a CorHepta co-founder, was appointed Chief Scientific Officer. Chief Executive Officer Mark Iwicki said the two executives "will enable us to accelerate the build out of our team as we make preparations to execute on the IkT-001 Phase 2 clinical trial in PAH." Chairman Amit Munshi praised their work on ralinepag at Arena, which he said was licensed to United Therapeutics.

The drug and what is still missing

Inhibikase describes itself as a clinical-stage pharmaceutical company developing Abelson Tyrosine Kinase inhibitors for cardiopulmonary disease. Its lead is IkT-001, an oral prodrug of imatinib mesylate, being prepared for a Phase 2 trial in pulmonary arterial hypertension. The 8-K and its press release describe that trial as a plan. They do not report any clinical data for IkT-001, and they do not give a start date.

The filing gives no cash balance, no net loss and no financing terms. It also does not say how the $15.0 million price compares with CorHepta's own finances. The full merger agreement is to be filed with Inhibikase's annual report on Form 10-K for 2024.

Financing terms: the 8-K names no underwriter, placement agent, financial adviser or counsel for the share issuance.

Mark Iwicki, chief executive officer, signed the 8-K for Inhibikase on February 24, 2025.

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