Adrestia Acquired by Insmed Incorporated, Bringing its Novel Approach to Tackling Intractable Genetic Diseases to Insmed’s Early-Stage Research Portfolio

Adrestia Therapeutics, a leader in synthetic rescue therapies for genetic diseases, today announced that it was acquired in June of 2023 by Insmed Incorporated (Nasdaq:INSM), a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases. The transaction brings Adrestia’s leading expertise in disease biology and drug discovery to Insmed’s growing bench of early-stage research platforms and its global research, development, and commercial infrastructure.

“Adrestia and its scientific founders have demonstrated that blue-sky thinking, coupled with the latest molecular biology tools and human genetics datasets, can systematically reveal new ways of treating serious diseases,” said Robert Johnson, former Chief Executive Officer of Adrestia and Cambridge Site Head for Insmed. “Our acquisition by Insmed enables us to scale up our research beyond what was possible as a standalone company. With Insmed, we’re no longer dreaming big, we’re going big.”

Adrestia’s synthetic rescue platform uses whole genome assays to identify drug targets for genetic diseases in a wide network of functionally connected genes. The aim is to correct the effects of the causative mutations and ‘rescue’ health. Adrestia was co-founded by Professor Sir Steve Jackson, FRS, FMedSci, and Ahren Innovation Capital. Sir Steve is University of Cambridge Professor of Biology and Senior Group Leader at the Cancer Research UK Cambridge Institute. He co-originated the first synthetic lethality drug for cancer and subsequently translated his experience into synthetic rescue tools and technologies focused on novel targets for genetically defined diseases. Synthetic rescue principles are applicable across a wide range of therapeutic modalities, including small molecules, oligonucleotides, and gene therapies.

Since its co-founding by, and seed funding from, Ahren and Series A financing from Ahren and GSK, Adrestia has deepened its unique synthetic rescue capabilities and platform. In applying synthetic rescue principles to the entire human genome, Adrestia has achieved identification of targets with potential applicability in various serious and rare diseases. Adrestia has also established a multi-project discovery collaboration with GSK and cofounded an ataxia-telangiectasia research consortium with leading patient advocacy groups, both of which continue under Insmed.

“Insmed is building a robust engine for medical innovation by bringing together some of the most promising technologies in drug discovery today, and we are proud to add Adrestia and its synthetic rescue expertise to our mission,” said Will Lewis, Chair and Chief Executive Officer of Insmed. “Adrestia’s platform is highly complementary to our existing work in gene therapy, bioinformatics, and drug target identification, and our teams share a strong, patient-centered culture.”

Alice Newcombe-Ellis, General Partner of Ahren added, “Ahren was established to help enable great scientific and tech founders to achieve their visions, while changing the world for the better. We are delighted to have co-founded a company with Sir Steve that might not have otherwise existed and supported him, Rob, and team to this terrific outcome for the company and for patients.”

At the closing of the transaction, Insmed issued 3,430,867 shares of the Company’s common stock to Adrestia’s former shareholders. The closing share price on the date of the transaction was $21.10, resulting in a purchase price of $72.4 million. Former Adrestia shareholders may also become entitled to receive contingent payments up to an aggregate of $326.5 million in cash upon the achievement of certain development, regulatory, and commercial milestone events, as well as royalty payments based upon a low single-digit percentage of net sales of certain products, both subject to the terms and conditions of the agreement.

Adrestia’s operations remain in Cambridge, UK, where the subsidiary now operates under the name Insmed Innovation UK Limited.

J.P. Morgan Securities plc acted as exclusive financial adviser to Adrestia, and Goodwin Procter (UK) LLP acted as Adrestia’s legal counsel.

About Adrestia and Insmed

Adrestia, now operating as Insmed Innovation UK Limited, is a leader in synthetic rescue therapies for genetically defined diseases. Adrestia was co-founded by Professor Sir Steve Jackson and the deep technology investment fund Ahren Innovation Capital.

Adrestia is part of Insmed Incorporated, a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases. Insmed's first commercial product is a first-in-disease therapy approved in the United States, Europe, and Japan to treat a chronic, debilitating lung disease. The Company is also progressing a robust pipeline of investigational therapies targeting areas of serious unmet need, including neutrophil-mediated inflammatory diseases and rare pulmonary disorders. Insmed is headquartered in Bridgewater, New Jersey, with a footprint across Europe and in Japan. For further information, visit: www.insmed.com.

Forward-Looking Statements:

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding Insmed’s beliefs and expectations about the benefits of acquiring Adrestia and the potential impact of the acquisition on both Insmed and Adrestia. “Forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, are statements that are not historical facts and involve a number of risks and uncertainties. Words herein such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” “continues,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) may identify forward-looking statements.

The forward-looking statements in this press release are based upon Insmed’s current expectations and beliefs, and involve known and unknown risks, uncertainties and other factors, which may cause Insmed’s actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements or timings discussed, projected, anticipated or indicated in any forward-looking statements. Such risks, uncertainties and other factors include, among others, the following: the possibility that the milestone events related to the contingent consideration payable to former Adrestia shareholders will not be achieved; the possibility that Adrestia’s synthetic rescue platform technology does not advance Insmed’s existing or future programs; risks associated with the integration of Adrestia into Insmed; and deterioration in general economic conditions in the U.S., Europe, Japan and globally, including the effect of prolonged periods of inflation, affecting Insmed, its suppliers, third-party service providers and potential partners.

Insmed may not actually achieve the results, plans, intentions or expectations indicated by Insmed’s forward-looking statements because, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. For additional information about the risks and uncertainties that may affect Insmed’s business, please see the factors discussed in Item 1A, “Risk Factors,” in Insmed’s Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent Company filings with the Securities and Exchange Commission (SEC).

Insmed cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date of this press release. Insmed disclaims any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

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