Genmab Announces Completion of Tender Offer for Outstanding Common Shares of Merus N.V. and Commencement of Subsequent Offering Period




Genmab Announces Completion of Tender Offer for Outstanding Common Shares of Merus N.V. and Commencement of Subsequent Offering Period

Company Announcement

• Transaction adds petosemtamab, a late-stage asset with two Breakthrough Therapy Designations, to Genmab’s portfolio
• Transaction anticipated to be accretive to Genmab’s EBITDA by end of 2029

COPENHAGEN, Denmark; December 12, 2025 – Genmab A/S (Nasdaq: GMAB) (“Genmab”) announced today that the conditions, including the minimum tender condition, to the previously announced tender offer (the “Offer”) by Genmab Holding II B.V., a wholly owned subsidiary of Genmab (“Purchaser”), to acquire all the issued and outstanding common shares of Merus N.V. (Nasdaq: MRUS) (“Merus”) for $97 per common share in cash have been satisfied. The transaction meaningfully accelerates Genmab’s shift to a wholly owned model, expanding and diversifying the company’s revenue, driving sustained growth into the next decade and contributing to Genmab’s evolution into a biotechnology leader.

“The Merus acquisition marks a pivotal step in the delivery of Genmab’s long-term strategy and strengthens our path to becoming a global biotechnology leader with sustained growth and profitability. We are energized by the potential of petosemtamab to meaningfully impact the lives of people with head and neck cancer. Backed by our track record of successful development and commercial execution, we look forward to unlocking petosemtamab’s full potential and delivering on its promise to patients,” said Jan van de Winkel, Ph.D., President and Chief Executive Officer of Genmab.

The addition of petosemtamab, Merus’ lead asset, to Genmab’s promising late-stage pipeline is a compelling strategic fit with Genmab’s portfolio and aligns with Genmab’s expertise in antibody therapy development and commercialization in oncology. Based on this successful track record in late-stage development and excellence in commercial execution, Genmab expects to launch petosemtamab in 2027, subject to clinical results and receipt of regulatory approvals. Genmab also intends to broaden and accelerate petosemtamab’s development with potential expansion into other lines of therapy. Following the initial approval of petosemtamab, Genmab believes that petosemtamab will be accretive to EBITDA with at least one-billion-dollar annual sales potential by 2029, with multi-billion-dollar annual revenue potential thereafter.

At 5:00 p.m. New York City time on December 11, 2025 (the “Expiration Time”), the Offer and withdrawal rights expired as scheduled. The depositary for the Offer has advised Genmab and Purchaser that, as of the Expiration Time, a total of 71,463,077 of Merus’ issued and outstanding common shares, constituting 94.2% of its issued and outstanding common shares, had been validly tendered pursuant to the Offer and not properly withdrawn. Effective at 12:01 a.m. New York City time on December 12, 2025, Purchaser accepted for payment, and expects to promptly pay for, all Merus common shares validly tendered and not properly withdrawn pursuant to the Offer.

Subsequent Offering Period
Genmab also announced that, as previously disclosed, Purchaser is providing a subsequent offering period of ten business days (the “Subsequent Offering Period”), commencing today, December 12, 2025, that will expire at 5:00 p.m., New York City time on December 29, 2025. During the Subsequent Offering Period, Purchaser will offer to purchase additional common shares at the same consideration of $97.00 per share, less any applicable withholding taxes and without interest. All Common shares validly tendered during the Subsequent Offering Period will be immediately accepted and promptly paid for by Purchaser.

Following completion of the Subsequent Offering Period, Genmab and Purchaser intend to complete the acquisition of 100% of Merus through a series of previously disclosed back-end transactions. Merus shareholders who do not tender their common shares of Merus in the Offer will receive payment for their common shares following the completion of these transactions (subject to applicable withholding taxes and without interest).

About Genmab 
Genmab is an international biotechnology company with a core purpose of guiding its unstoppable team to strive toward improving the lives of patients with innovative and differentiated antibody therapeutics. For more than 25 years, its passionate, innovative and collaborative team has invented next-generation antibody technology platforms and leveraged translational, quantitative and data sciences, resulting in a proprietary pipeline including bispecific T-cell engagers, antibody-drug conjugates, next-generation immune checkpoint modulators and effector function-enhanced antibodies. By 2030, Genmab’s vision is to transform the lives of people with cancer and other serious diseases with knock-your-socks-off (KYSO) antibody medicines^®. 

Established in 1999, Genmab is headquartered in Copenhagen, Denmark, with international presence across North America, Europe and Asia Pacific. For more information, please visit Genmab.com and follow us on LinkedIn and X.

Contact:        
Marisol Peron, Senior Vice President, Global Communications & Corporate Affairs
T: +1 609 524 0065; E: mmp@genmab.com

Andrew Carlsen, Vice President, Head of Investor Relations
T: +45 3377 9558; E: acn@genmab.com

This Company Announcement contains forward looking statements. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with preclinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.

Genmab A/S and/or its subsidiaries own the following trademarks: Genmab^®; the Y-shaped Genmab logo^®; Genmab in combination with the Y-shaped Genmab logo^®; HuMax^®; DuoBody^®; HexaBody^®; DuoHexaBody^®, HexElect^® and KYSO^®.

Company Announcement no. 54
CVR no. 2102 3884
LEI Code 529900MTJPDPE4MHJ122

Genmab A/S
Carl Jacobsens Vej 30
2500 Valby
Denmark

Attachment

• 121225_CA54_Completion of Tender Offer

Genmab Announces Completion of Tender Offer for Outstanding Common Shares of Merus N.V. and Commencement of Subsequent Offering Period




Genmab Announces Completion of Tender Offer for Outstanding Common Shares of Merus N.V. and Commencement of Subsequent Offering Period

Company Announcement

• Transaction adds petosemtamab, a late-stage asset with two Breakthrough Therapy Designations, to Genmab’s portfolio
• Transaction anticipated to be accretive to Genmab’s EBITDA by end of 2029

COPENHAGEN, Denmark; December 12, 2025 – Genmab A/S (Nasdaq: GMAB) (“Genmab”) announced today that the conditions, including the minimum tender condition, to the previously announced tender offer (the “Offer”) by Genmab Holding II B.V., a wholly owned subsidiary of Genmab (“Purchaser”), to acquire all the issued and outstanding common shares of Merus N.V. (Nasdaq: MRUS) (“Merus”) for $97 per common share in cash have been satisfied. The transaction meaningfully accelerates Genmab’s shift to a wholly owned model, expanding and diversifying the company’s revenue, driving sustained growth into the next decade and contributing to Genmab’s evolution into a biotechnology leader.

“The Merus acquisition marks a pivotal step in the delivery of Genmab’s long-term strategy and strengthens our path to becoming a global biotechnology leader with sustained growth and profitability. We are energized by the potential of petosemtamab to meaningfully impact the lives of people with head and neck cancer. Backed by our track record of successful development and commercial execution, we look forward to unlocking petosemtamab’s full potential and delivering on its promise to patients,” said Jan van de Winkel, Ph.D., President and Chief Executive Officer of Genmab.

The addition of petosemtamab, Merus’ lead asset, to Genmab’s promising late-stage pipeline is a compelling strategic fit with Genmab’s portfolio and aligns with Genmab’s expertise in antibody therapy development and commercialization in oncology. Based on this successful track record in late-stage development and excellence in commercial execution, Genmab expects to launch petosemtamab in 2027, subject to clinical results and receipt of regulatory approvals. Genmab also intends to broaden and accelerate petosemtamab’s development with potential expansion into other lines of therapy. Following the initial approval of petosemtamab, Genmab believes that petosemtamab will be accretive to EBITDA with at least one-billion-dollar annual sales potential by 2029, with multi-billion-dollar annual revenue potential thereafter.

At 5:00 p.m. New York City time on December 11, 2025 (the “Expiration Time”), the Offer and withdrawal rights expired as scheduled. The depositary for the Offer has advised Genmab and Purchaser that, as of the Expiration Time, a total of 71,463,077 of Merus’ issued and outstanding common shares, constituting 94.2% of its issued and outstanding common shares, had been validly tendered pursuant to the Offer and not properly withdrawn. Effective at 12:01 a.m. New York City time on December 12, 2025, Purchaser accepted for payment, and expects to promptly pay for, all Merus common shares validly tendered and not properly withdrawn pursuant to the Offer.

Subsequent Offering Period
Genmab also announced that, as previously disclosed, Purchaser is providing a subsequent offering period of ten business days (the “Subsequent Offering Period”), commencing today, December 12, 2025, that will expire at 5:00 p.m., New York City time on December 29, 2025. During the Subsequent Offering Period, Purchaser will offer to purchase additional common shares at the same consideration of $97.00 per share, less any applicable withholding taxes and without interest. All Common shares validly tendered during the Subsequent Offering Period will be immediately accepted and promptly paid for by Purchaser.

Following completion of the Subsequent Offering Period, Genmab and Purchaser intend to complete the acquisition of 100% of Merus through a series of previously disclosed back-end transactions. Merus shareholders who do not tender their common shares of Merus in the Offer will receive payment for their common shares following the completion of these transactions (subject to applicable withholding taxes and without interest).

About Genmab 
Genmab is an international biotechnology company with a core purpose of guiding its unstoppable team to strive toward improving the lives of patients with innovative and differentiated antibody therapeutics. For more than 25 years, its passionate, innovative and collaborative team has invented next-generation antibody technology platforms and leveraged translational, quantitative and data sciences, resulting in a proprietary pipeline including bispecific T-cell engagers, antibody-drug conjugates, next-generation immune checkpoint modulators and effector function-enhanced antibodies. By 2030, Genmab’s vision is to transform the lives of people with cancer and other serious diseases with knock-your-socks-off (KYSO) antibody medicines^®. 

Established in 1999, Genmab is headquartered in Copenhagen, Denmark, with international presence across North America, Europe and Asia Pacific. For more information, please visit Genmab.com and follow us on LinkedIn and X.

Contact:        
Marisol Peron, Senior Vice President, Global Communications & Corporate Affairs
T: +1 609 524 0065; E: mmp@genmab.com

Andrew Carlsen, Vice President, Head of Investor Relations
T: +45 3377 9558; E: acn@genmab.com

This Company Announcement contains forward looking statements. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with preclinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.

Genmab A/S and/or its subsidiaries own the following trademarks: Genmab^®; the Y-shaped Genmab logo^®; Genmab in combination with the Y-shaped Genmab logo^®; HuMax^®; DuoBody^®; HexaBody^®; DuoHexaBody^®, HexElect^® and KYSO^®.

Company Announcement no. 54
CVR no. 2102 3884
LEI Code 529900MTJPDPE4MHJ122

Genmab A/S
Carl Jacobsens Vej 30
2500 Valby
Denmark

Attachment

• 121225_CA54_Completion of Tender Offer

Poppins Launches Integrated Pediatric Care Platform to Support Working Parents with Medical, Behavioral, and Coaching Services




Poppins Launches Integrated Pediatric Care Platform to Support Working Parents with Medical, Behavioral, and Coaching Services

New York, NY, Dec. 12, 2025 (GLOBE NEWSWIRE) — Poppins has announced the launch of its integrated pediatric care platform designed to support working parents with medical, behavioral, and coaching services in one coordinated experience. The platform was built in response to growing challenges facing families across the United States.

According to HHS, 48% of American parents report overwhelming daily stress, compared to just 26% of adults without children. The traditional pediatric care model often separates medical care, behavioral health, and parent support, requiring families to coordinate between disconnected providers, wait weeks for appointments, and navigate everyday concerns without clear guidance.

“I made three pediatrician appointments in 10 days for medical issues – busted chin, pink eye, flu symptoms – while also dealing with daily meltdowns over getting dressed for school and playing musical beds at night,” says Alexandria Stried, CEO & Co-founder of Poppins. “There has to be a better way: can I go somewhere to address all of this?”

Poppins CEO & Co-Founder, Alexandria Stried is on a mission to change pediatric care and parent support

Stried and Poppins President & Co-founder Jenn Schoen experienced the burnout from this fragmentation as working parents, so they decided to build an alternative: Poppins, an AI-native platform that combines pediatric medical care, behavioral health, and parent coaching in one place, so families don’t have to figure out which expert to call or whether their concerns are “serious enough” to warrant attention.

Less than a year later, Poppins is live in six states for 24/7 virtual pediatric medical care and nationwide for behavioral support, parent coaching, and sleep coaching, offering families immediate access to experts who consider the full picture of a child’s health needs.

How the Platform Works

Poppins operates on a simple premise: parents shouldn’t have to figure out which expert to call. They should just be able to text and get help.

The platform combines family services that traditionally exist separately – 24/7 virtual pediatric medical care, behavioral support, parent coaching, and sleep coaching – into one integrated experience. Built as an AI-native platform from the ground up, Poppins uses proprietary AI workflows to triage incoming concerns, surface relevant insights from past interactions, and route families to the right care team member.

When a parent reaches out through Poppins’ secure messaging platform about issues like fever, cough, or ADHD-related concerns, a pediatric expert responds in under 15 minutes. AI-enabled tools assist the clinician by highlighting the child’s history, prior interactions, and other relevant details to provide personalized support.

The care itself is delivered by pediatric nurse practitioners with backgrounds from institutions like Boston Children’s Hospital, Seattle Children’s, Children’s Hospital of Pennsylvania, and NY-Presbyterian, along with certified parent coaches and sleep consultants. The clinical team is overseen by Chief Medical Officer Dr. Mona Amin, who also sees families on the platform. The AI infrastructure allows clinicians to see more families while maintaining quality and catching symptoms connected to behavior or sleep health that might otherwise be missed.

Families use Poppins for a wide range of needs – from peer pressure and developmental milestones to rashes, frequent night wakings, family core values, screen time limits, co-parenting questions, and more.

Early Traction and What’s Working

Poppins is already serving hundreds of families with a +94 Net Promoter Score and delivering real value:

• 67% of families report reduced household stress within nine weeks.
• 70% of medical cases have been successfully resolved virtually, saving families time and money.
• When kids do need in-person care, Poppins helps families skip expensive emergency room visits 65% of the time, routing them to the right place instead of the most convenient one.

User feedback indicates fewer unnecessary ER visits, reduced out-of-pocket costs, and earlier attention to concerns like separation anxiety or sleep-related challenges.

What’s Next

Poppins currently offers 24/7 virtual pediatric medical care in Florida, New York, Pennsylvania, New Jersey, Texas, and Illinois, with behavioral support, parent coaching, and sleep coaching available nationwide.

Families can purchase memberships starting at $20 per month. The company is also preparing to introduce insurance-based pediatric medical care and is working with employers to offer Poppins as an employee benefit for working parents. The long-term goal is to make integrated pediatric and family support more accessible to families across the country.

To learn more about the service, please visit https://www.heypoppins.com/.

About Poppins

Poppins is an AI-enabled pediatrics and parenting platform delivering whole-child, family-centric care designed to meet the needs of modern families. The Company’s comprehensive digital platform integrates 24/7 virtual pediatric medical care with same-day behavioral, sleep, and parent coaching in one seamless solution. Families can access a Poppins pediatric expert in minutes through the Company’s convenient, and HIPAA-compliant text-based platform. Poppins pediatric experts provide timely guidance; virtual diagnosis, treatment, and prescriptions, as needed; and evidence-based support customized to meet the needs of each unique family.

Media Contact
Company Name: Poppins, Inc.
Contact Person: Jenn Schoen, President & Co-Founder
Contact Number: (215) 559-9353
Email: hello@heypoppins.com
Country: United States
Website: https://www.heypoppins.com
Socials: @heypoppins, @heypoppinstok

CONTACT: Media Contact
Company Name: Poppins, Inc.
Contact Person: Jenn Schoen, President & Co-Founder
Contact Number: (215) 559-9353
Email: hello@heypoppins.com
Country: United States
Website: https://www.heypoppins.com
Socials: @heypoppins, @heypoppinstok

Poppins Launches Integrated Pediatric Care Platform to Support Working Parents with Medical, Behavioral, and Coaching Services




Poppins Launches Integrated Pediatric Care Platform to Support Working Parents with Medical, Behavioral, and Coaching Services

New York, NY, Dec. 12, 2025 (GLOBE NEWSWIRE) — Poppins has announced the launch of its integrated pediatric care platform designed to support working parents with medical, behavioral, and coaching services in one coordinated experience. The platform was built in response to growing challenges facing families across the United States.

According to HHS, 48% of American parents report overwhelming daily stress, compared to just 26% of adults without children. The traditional pediatric care model often separates medical care, behavioral health, and parent support, requiring families to coordinate between disconnected providers, wait weeks for appointments, and navigate everyday concerns without clear guidance.

“I made three pediatrician appointments in 10 days for medical issues – busted chin, pink eye, flu symptoms – while also dealing with daily meltdowns over getting dressed for school and playing musical beds at night,” says Alexandria Stried, CEO & Co-founder of Poppins. “There has to be a better way: can I go somewhere to address all of this?”

Poppins CEO & Co-Founder, Alexandria Stried is on a mission to change pediatric care and parent support

Stried and Poppins President & Co-founder Jenn Schoen experienced the burnout from this fragmentation as working parents, so they decided to build an alternative: Poppins, an AI-native platform that combines pediatric medical care, behavioral health, and parent coaching in one place, so families don’t have to figure out which expert to call or whether their concerns are “serious enough” to warrant attention.

Less than a year later, Poppins is live in six states for 24/7 virtual pediatric medical care and nationwide for behavioral support, parent coaching, and sleep coaching, offering families immediate access to experts who consider the full picture of a child’s health needs.

How the Platform Works

Poppins operates on a simple premise: parents shouldn’t have to figure out which expert to call. They should just be able to text and get help.

The platform combines family services that traditionally exist separately – 24/7 virtual pediatric medical care, behavioral support, parent coaching, and sleep coaching – into one integrated experience. Built as an AI-native platform from the ground up, Poppins uses proprietary AI workflows to triage incoming concerns, surface relevant insights from past interactions, and route families to the right care team member.

When a parent reaches out through Poppins’ secure messaging platform about issues like fever, cough, or ADHD-related concerns, a pediatric expert responds in under 15 minutes. AI-enabled tools assist the clinician by highlighting the child’s history, prior interactions, and other relevant details to provide personalized support.

The care itself is delivered by pediatric nurse practitioners with backgrounds from institutions like Boston Children’s Hospital, Seattle Children’s, Children’s Hospital of Pennsylvania, and NY-Presbyterian, along with certified parent coaches and sleep consultants. The clinical team is overseen by Chief Medical Officer Dr. Mona Amin, who also sees families on the platform. The AI infrastructure allows clinicians to see more families while maintaining quality and catching symptoms connected to behavior or sleep health that might otherwise be missed.

Families use Poppins for a wide range of needs – from peer pressure and developmental milestones to rashes, frequent night wakings, family core values, screen time limits, co-parenting questions, and more.

Early Traction and What’s Working

Poppins is already serving hundreds of families with a +94 Net Promoter Score and delivering real value:

• 67% of families report reduced household stress within nine weeks.
• 70% of medical cases have been successfully resolved virtually, saving families time and money.
• When kids do need in-person care, Poppins helps families skip expensive emergency room visits 65% of the time, routing them to the right place instead of the most convenient one.

User feedback indicates fewer unnecessary ER visits, reduced out-of-pocket costs, and earlier attention to concerns like separation anxiety or sleep-related challenges.

What’s Next

Poppins currently offers 24/7 virtual pediatric medical care in Florida, New York, Pennsylvania, New Jersey, Texas, and Illinois, with behavioral support, parent coaching, and sleep coaching available nationwide.

Families can purchase memberships starting at $20 per month. The company is also preparing to introduce insurance-based pediatric medical care and is working with employers to offer Poppins as an employee benefit for working parents. The long-term goal is to make integrated pediatric and family support more accessible to families across the country.

To learn more about the service, please visit https://www.heypoppins.com/.

About Poppins

Poppins is an AI-enabled pediatrics and parenting platform delivering whole-child, family-centric care designed to meet the needs of modern families. The Company’s comprehensive digital platform integrates 24/7 virtual pediatric medical care with same-day behavioral, sleep, and parent coaching in one seamless solution. Families can access a Poppins pediatric expert in minutes through the Company’s convenient, and HIPAA-compliant text-based platform. Poppins pediatric experts provide timely guidance; virtual diagnosis, treatment, and prescriptions, as needed; and evidence-based support customized to meet the needs of each unique family.

Media Contact
Company Name: Poppins, Inc.
Contact Person: Jenn Schoen, President & Co-Founder
Contact Number: (215) 559-9353
Email: hello@heypoppins.com
Country: United States
Website: https://www.heypoppins.com
Socials: @heypoppins, @heypoppinstok

CONTACT: Media Contact
Company Name: Poppins, Inc.
Contact Person: Jenn Schoen, President & Co-Founder
Contact Number: (215) 559-9353
Email: hello@heypoppins.com
Country: United States
Website: https://www.heypoppins.com
Socials: @heypoppins, @heypoppinstok

MedSpa Marketing Partners Unveils NORA: The AI Revolution in MedSpa Client Engagement




MedSpa Marketing Partners Unveils NORA: The AI Revolution in MedSpa Client Engagement

SACRAMENTO, Calif., Dec. 12, 2025 (GLOBE NEWSWIRE) — MedSpa Marketing Partners launches NORA, an AI-powered voice agent, transforming client engagement and appointment bookings for medical spas 24/7.

Introduction: A New Era in MedSpa Client Engagement

MedSpa Marketing Partners (MSMP), a leading innovator in digital marketing solutions for the medical spa industry, is excited to announce the launch of its groundbreaking AI voice agent, NORA™. This state-of-the-art technology aims to solve a long-standing problem faced by medical spas: missed opportunities due to timing mismatches between peak client interest and business hours.

Designed specifically for the med spa market, NORA™ acts as a virtual assistant capable of engaging website visitors, answering questions, and booking appointments 24/7, ensuring that potential clients never slip through the cracks again. This innovative AI technology bridges the critical gap where most med spas fall short, late-night client engagement. With NORA™, medical spas can connect with high-value clients even when their teams are off-duty.

The Challenge: Missed Opportunities Due to Timing Disconnect

The med spa industry is currently facing a significant issue: the best prospects, busy, working women with disposable income, are making decisions in the evening, after regular business hours. These potential clients often browse websites late at night, seeking information about treatments like Botox, facial rejuvenation, or body contouring. However, when these visitors are ready to take action, most med spas are closed, leaving them with few options. They may have to fill out a form and wait for a response, or leave a voicemail, only to receive a delayed response the next day.

This slow response time costs med spas significantly. Industry research estimates that missed calls and delayed follow-ups cost med spas as much as $240,000 annually. Furthermore, statistics show that 78% of customers book services with whichever practice responds first. The timing of these interactions is more critical than ever, making real-time availability the most important factor in securing new clients.

The Solution: NORA™ – An AI Voice Agent with a Human Touch

NORA™ is poised to transform the way med spas engage with their clients. The AI-driven voice agent integrates directly into a med spa’s website, responding to visitor inquiries in real-time through a seamless voice and chat interface. NORA™ is designed to converse naturally, addressing client questions about treatment options, pricing, and downtime, while also providing personalized consultations.

Unlike other robotic, stilted AI systems, NORA™ features an adaptive, conversational tone. It can engage in back-and-forth discussions, adjust to interruptions mid-sentence, and handle unexpected questions with ease. This capability makes NORA™ an exceptionally human-like assistant, improving the client experience and making it far more engaging than traditional automated systems.

Eric Sharp, founder and CEO of MedSpa Marketing Partners, shared his excitement about the new technology: “We are on the brink of something remarkable. In the next 12 to 18 months, I believe AI voice agents like NORA™ will become indistinguishable from human conversations. Med spas that adopt this technology today are positioning themselves years ahead of their competition.”

Moreover, NORA™ is fully HIPAA-compliant, ensuring that all patient data and interactions meet the strict privacy and security standards required by healthcare providers.

Comprehensive Capabilities for MedSpa Success

NORA™ is not just a chat or voice bot, it’s the centerpiece of the MedSpa AI Revenue Engine, a comprehensive platform designed to streamline and automate every aspect of client engagement. With NORA™, medical spas can:

• Engage website visitors through voice and chat 24/7
• Handle inbound and outbound calls, offering full availability
• Book appointments directly into the spa’s practice management system
• Provide answers to treatment questions and address FAQs
• Send pre-appointment reminders and post-treatment follow-ups
• Nurture leads and re-engage lapsed clients with tailored communication
• Support sales conversations that drive conversions and bookings

Beyond just answering questions, NORA™ plays a pivotal role in automating lead capture and follow-up processes. The system uses sophisticated email and SMS sequences to nurture prospects over time, ensuring they are consistently guided along their customer journey. With advanced customer segmentation, leads are categorized based on treatment interests, demographics, service preferences, and potential value, allowing for highly personalized marketing efforts.

Tailored for MedSpas: CRM and Advertising Tools Built for the Industry

MedSpa Marketing Partners has designed the MedSpa AI Revenue Engine with the unique needs of the medical spa industry in mind. Unlike generic CRMs, this system understands the nuances of aesthetic treatments, tracking everything from Botox touch-ups to complex body contouring procedures. By monitoring treatment intervals and identifying at-risk clients, the platform ensures that no customer is overlooked.

Additionally, the platform includes streamlined advertising tools, allowing med spas to easily launch ad campaigns with industry-specific templates. These tools simplify the process, making it easier for spa owners to reach their ideal clients without needing extensive marketing expertise.

Future-Proofing the MedSpa Industry

Looking ahead, Sharp predicts that the industry will soon be divided between med spas that embrace intelligent automation like NORA™ and those that struggle to keep up. “The practices that adopt AI-powered systems today will build a competitive edge for the next decade,” he said. “AI technology is not just solving an immediate issue , it’s creating the infrastructure that will support med spas for years to come.”

By adopting NORA™ now, med spas can ensure they remain competitive in a rapidly evolving market, meeting the expectations of clients who demand immediate, personalized service at all hours of the day.

About MedSpa Marketing Partners

MedSpa Marketing Partners (MSMP) is a digital marketing and technology company dedicated to helping medical spas optimize their client acquisition, engagement, and retention strategies. With a focus on leveraging innovative AI tools and automation, MSMP provides tailored solutions that empower med spa owners to grow their businesses and deliver exceptional customer experiences.

Media Contact

Eric Sharp
Founder & CEO
MedSpa Marketing Partners
Email: support@medspamarketingpartners.com
Website
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Facebook

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MedSpa Marketing Partners Unveils NORA: The AI Revolution in MedSpa Client Engagement




MedSpa Marketing Partners Unveils NORA: The AI Revolution in MedSpa Client Engagement

SACRAMENTO, Calif., Dec. 12, 2025 (GLOBE NEWSWIRE) — MedSpa Marketing Partners launches NORA, an AI-powered voice agent, transforming client engagement and appointment bookings for medical spas 24/7.

Introduction: A New Era in MedSpa Client Engagement

MedSpa Marketing Partners (MSMP), a leading innovator in digital marketing solutions for the medical spa industry, is excited to announce the launch of its groundbreaking AI voice agent, NORA™. This state-of-the-art technology aims to solve a long-standing problem faced by medical spas: missed opportunities due to timing mismatches between peak client interest and business hours.

Designed specifically for the med spa market, NORA™ acts as a virtual assistant capable of engaging website visitors, answering questions, and booking appointments 24/7, ensuring that potential clients never slip through the cracks again. This innovative AI technology bridges the critical gap where most med spas fall short, late-night client engagement. With NORA™, medical spas can connect with high-value clients even when their teams are off-duty.

The Challenge: Missed Opportunities Due to Timing Disconnect

The med spa industry is currently facing a significant issue: the best prospects, busy, working women with disposable income, are making decisions in the evening, after regular business hours. These potential clients often browse websites late at night, seeking information about treatments like Botox, facial rejuvenation, or body contouring. However, when these visitors are ready to take action, most med spas are closed, leaving them with few options. They may have to fill out a form and wait for a response, or leave a voicemail, only to receive a delayed response the next day.

This slow response time costs med spas significantly. Industry research estimates that missed calls and delayed follow-ups cost med spas as much as $240,000 annually. Furthermore, statistics show that 78% of customers book services with whichever practice responds first. The timing of these interactions is more critical than ever, making real-time availability the most important factor in securing new clients.

The Solution: NORA™ – An AI Voice Agent with a Human Touch

NORA™ is poised to transform the way med spas engage with their clients. The AI-driven voice agent integrates directly into a med spa’s website, responding to visitor inquiries in real-time through a seamless voice and chat interface. NORA™ is designed to converse naturally, addressing client questions about treatment options, pricing, and downtime, while also providing personalized consultations.

Unlike other robotic, stilted AI systems, NORA™ features an adaptive, conversational tone. It can engage in back-and-forth discussions, adjust to interruptions mid-sentence, and handle unexpected questions with ease. This capability makes NORA™ an exceptionally human-like assistant, improving the client experience and making it far more engaging than traditional automated systems.

Eric Sharp, founder and CEO of MedSpa Marketing Partners, shared his excitement about the new technology: “We are on the brink of something remarkable. In the next 12 to 18 months, I believe AI voice agents like NORA™ will become indistinguishable from human conversations. Med spas that adopt this technology today are positioning themselves years ahead of their competition.”

Moreover, NORA™ is fully HIPAA-compliant, ensuring that all patient data and interactions meet the strict privacy and security standards required by healthcare providers.

Comprehensive Capabilities for MedSpa Success

NORA™ is not just a chat or voice bot, it’s the centerpiece of the MedSpa AI Revenue Engine, a comprehensive platform designed to streamline and automate every aspect of client engagement. With NORA™, medical spas can:

• Engage website visitors through voice and chat 24/7
• Handle inbound and outbound calls, offering full availability
• Book appointments directly into the spa’s practice management system
• Provide answers to treatment questions and address FAQs
• Send pre-appointment reminders and post-treatment follow-ups
• Nurture leads and re-engage lapsed clients with tailored communication
• Support sales conversations that drive conversions and bookings

Beyond just answering questions, NORA™ plays a pivotal role in automating lead capture and follow-up processes. The system uses sophisticated email and SMS sequences to nurture prospects over time, ensuring they are consistently guided along their customer journey. With advanced customer segmentation, leads are categorized based on treatment interests, demographics, service preferences, and potential value, allowing for highly personalized marketing efforts.

Tailored for MedSpas: CRM and Advertising Tools Built for the Industry

MedSpa Marketing Partners has designed the MedSpa AI Revenue Engine with the unique needs of the medical spa industry in mind. Unlike generic CRMs, this system understands the nuances of aesthetic treatments, tracking everything from Botox touch-ups to complex body contouring procedures. By monitoring treatment intervals and identifying at-risk clients, the platform ensures that no customer is overlooked.

Additionally, the platform includes streamlined advertising tools, allowing med spas to easily launch ad campaigns with industry-specific templates. These tools simplify the process, making it easier for spa owners to reach their ideal clients without needing extensive marketing expertise.

Future-Proofing the MedSpa Industry

Looking ahead, Sharp predicts that the industry will soon be divided between med spas that embrace intelligent automation like NORA™ and those that struggle to keep up. “The practices that adopt AI-powered systems today will build a competitive edge for the next decade,” he said. “AI technology is not just solving an immediate issue , it’s creating the infrastructure that will support med spas for years to come.”

By adopting NORA™ now, med spas can ensure they remain competitive in a rapidly evolving market, meeting the expectations of clients who demand immediate, personalized service at all hours of the day.

About MedSpa Marketing Partners

MedSpa Marketing Partners (MSMP) is a digital marketing and technology company dedicated to helping medical spas optimize their client acquisition, engagement, and retention strategies. With a focus on leveraging innovative AI tools and automation, MSMP provides tailored solutions that empower med spa owners to grow their businesses and deliver exceptional customer experiences.

Media Contact

Eric Sharp
Founder & CEO
MedSpa Marketing Partners
Email: support@medspamarketingpartners.com
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Sienna Announces Offering of $250 Million of 3.524% Series F Senior Unsecured Debentures and Redemption of C$175 Million of Series B Senior Unsecured Debentures




Sienna Announces Offering of $250 Million of 3.524% Series F Senior Unsecured Debentures and Redemption of C$175 Million of Series B Senior Unsecured Debentures

NOT FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

This news release constitutes a “designated news release” for the purposes of Sienna’s amended and restated prospectus supplement dated November 14, 2025 to its short form base shelf prospectus dated November 29, 2024.

MARKHAM, Ontario, Dec. 11, 2025 (GLOBE NEWSWIRE) — Sienna Senior Living Inc. (“Sienna” or the “Company”) (TSX: SIA) announced today that it has agreed to issue $250 million aggregate principal amount of series F senior unsecured debentures (the “Debentures”). The Debentures, which will be issued at par, will bear interest at a rate of 3.524% per annum and will mature on December 18, 2028. The Debentures are being offered (the “Offering”) on a best efforts agency basis by a syndicate of agents co-led by BMO Nesbitt Burns Inc., TD Securities and CIBC Capital Markets, as joint lead agents and bookrunners. The Offering is expected to close on or about December 18, 2025, subject to customary closing conditions. It is a condition of closing that the Debentures be rated at least “BBB” with a “Stable” trend by Morningstar DBRS. The Debentures will be direct unsecured obligations of the Company and will rank equally and rateably with all other present and future unsecured and unsubordinated indebtedness of the Company.

Sienna intends to use the net proceeds from the Offering to fund the early redemption of all of its $175 million aggregate principal amount of 3.450% Series B Senior Unsecured Debentures (the “Series B Debentures”), due February 27, 2026, on December 22, 2025, and/or for general corporate purposes.

The Offering is being made by way of a private placement in each of the provinces of Canada.

The Debentures have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Redemption of Series B Debentures

Sienna also announced today that it has provided holders of its Series B Debentures a notice of redemption pursuant to which Sienna will redeem the entire outstanding principal amount of the Series B Debentures on December 22, 2025 and has fixed December 17, 2025 as the record date for this redemption. As of the date hereof, there is $175 million aggregate principal amount of Series B Debentures outstanding. On the redemption date, the Series B Debentures will be redeemed in accordance with their terms at a redemption price per $1,000 principal amount of the Debentures equal to approximately $1,000.39498 plus accrued and unpaid interest to but excluding the redemption date of approximately $11.0589041, and will thereafter cease to be outstanding.

About Sienna Senior Living

Sienna Senior Living Inc. (TSX:SIA) offers a full range of senior living options, including independent living, assisted living and memory care under its Aspira retirement brand, long-term care, and specialized programs and services. Sienna’s approximately 15,000 employees are passionate about cultivating happiness in daily life. For more information, please visit www.siennaliving.ca.

Forward-Looking Statements

Certain of the statements contained in this news release are forward-looking statements and are provided for the purpose of presenting information about management’s current expectations and plans relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. These statements generally use forward-looking words, such as “anticipate”, “continue”, “could”, “expect”, “may”, “will”, “estimate”, “believe”, “goals” or other similar words and include, without limitation, statements with respect to the intended use of proceeds, the date of closing of the Offering and the redemption of the Series B Debentures.

These statements are subject to significant known and unknown risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. The forward-looking statements in this news release are based on information currently available and what management currently believes are reasonable assumptions. The Company does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.

FOR FURTHER INFORMATION, PLEASE CONTACT:

David Hung
Chief Financial Officer and Executive Vice President, Investments
(905) 489-0258
david.hung@siennaliving.ca

Surgery Partners, Inc. Announces Pricing of Add-On Notes Offering




Surgery Partners, Inc. Announces Pricing of Add-On Notes Offering

BRENTWOOD, Tenn., Dec. 11, 2025 (GLOBE NEWSWIRE) — Surgery Partners, Inc. (NASDAQ:SGRY) (“Surgery Partners” or the “Company”) today announced that its wholly-owned subsidiary, Surgery Center Holdings, Inc. (the “Issuer”), priced $425.0 million aggregate principal amount of its 7.250% senior unsecured notes due 2032 (the “Notes”) in a previously announced private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on December 16, 2025, subject to certain customary closing conditions. The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by each domestic wholly-owned subsidiary of the Issuer that guarantees the Issuer’s obligations under its senior secured credit facilities. The notes will be issued as part of the same series as the $800.0 million of 7.250% senior notes due 2032 originally issued in April 2024.

Surgery Partners intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, repaying outstanding borrowings under its revolving credit facility.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Notes and the Guarantees are being offered and sold only to persons reasonably believed to be “qualified institutional buyers” in the United States pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the Guarantees have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

About Surgery Partners

Headquartered in Brentwood, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high-quality, cost-effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 200 locations in 30 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities.

Forward-Looking Statements

This press release contains forward-looking statements, including those regarding the expected closing of the Notes offering and Surgery Partners’ intention to offer and sell, and apply the net proceeds of, the Notes. These statements include, but are not limited to, the Company’s expectations regarding the proposed offering. These statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” and similar expressions. All forward-looking statements are based on current expectations and beliefs as of the date of this release and are subject to risks, uncertainties and other factors that may cause actual results to differ materially from the expectations discussed in, or implied by, the forward-looking statements. Many of these factors are beyond our ability to control or predict including, without limitation, the risk that the proposed offering is not completed on the terms or in the amounts anticipated, or at all, and the other risks and uncertainties identified and discussed in the Company’s reports filed with the SEC, including in Item 1A under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 7, 2025 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed on May 12, 2025, August 5, 2025 and November 10, 2025, respectively. Except as required by law, neither the Company nor the Issuer undertakes any obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events or circumstances.

Contact:

Surgery Partners Investor Relations
(615) 234-8940
IR@surgerypartners.com

Independent Study Presented at American Society of Hematology (ASH) Annual Meeting Concludes Remestemcel-L Superior to Ruxolitinib in Clinical Outcomes as Treatment for SR-aGvHD




Independent Study Presented at American Society of Hematology (ASH) Annual Meeting Concludes Remestemcel-L Superior to Ruxolitinib in Clinical Outcomes as Treatment for SR-aGvHD

NEW YORK, Dec. 11, 2025 (GLOBE NEWSWIRE) — Mesoblast Limited (Nasdaq:MESO; ASX:MSB), global leader in allogeneic cellular medicines for inflammatory diseases, today announced that an independent peer-reviewed comparative analysis of efficacy and safety between remestemcel-L and ruxolitinib for treatment of steroid-refractory acute graft versus host disease (SR-aGvHD) was presented at the 67^th ASH Annual meeting in Florida this past week. The independent study authors concluded that remestemcel-L showed superior outcomes in complete and overall remission compared with ruxolitinib.¹

The meta-analysis involved 2,732 patients (1,993 in the treatment arms and 523 in the control arms) across 11 studies. Among treatment groups, 644 patients received remestemcel-L and 1,349 received ruxolitinib. While both ruxolitinib and remestemcel-L significantly improved quality of life in treating SR-aGvHD, remestemcel-L showed superior outcomes in complete and overall remission as well as differences in hematology, cardiac and hepatic adverse events. The authors also concluded that while both therapies exhibit favorable safety profiles, clinical decisions should consider the differences in adverse events.

Ryoncil^® is the first mesenchymal stromal cell (MSC) product approved by the U.S. Food and Drug Administration (FDA) for any indication, and the only product approved for children under age 12 with SR-aGvHD.²

The Spotlight segment of Blood, the flagship journal of ASH, featured FDA approval of Ryoncil^® as an important advance in the field for treatment of acute GvHD.³

About Mesoblast
Mesoblast (the Company) is a world leader in developing allogeneic (off-the-shelf) cellular medicines for the treatment of severe and life-threatening inflammatory conditions. The therapies from the Company’s proprietary mesenchymal lineage cell therapy technology platform respond to severe inflammation by releasing anti-inflammatory factors that counter and modulate multiple effector arms of the immune system, resulting in significant reduction of the damaging inflammatory process.

Mesoblast’s Ryoncil^® (remestemcel-L-rknd) for the treatment of steroid-refractory acute graft versus host disease (SR-aGvHD) in pediatric patients 2 months and older is the first FDA-approved mesenchymal stromal cell (MSC) therapy. Please see the full Prescribing Information at www.ryoncil.com.

Mesoblast is committed to developing additional cell therapies for distinct indications based on its remestemcel-L and rexlemestrocel-L allogeneic stromal cell technology platforms. Ryoncil^® is being developed for additional inflammatory diseases including SR-aGvHD in adults and biologic-resistant inflammatory bowel disease. Rexlemestrocel-L is being developed for heart failure and chronic low back pain. The Company has established commercial partnerships in Japan, Europe and China.

About Mesoblast intellectual property: Mesoblast has a strong and extensive global intellectual property portfolio, with over 1,000 granted patents or patent applications covering mesenchymal stromal cell compositions of matter, methods of manufacturing and indications. These granted patents and patent applications provide commercial protection extending through to at least 2044 in all major markets.

About Mesoblast manufacturing: The Company’s proprietary manufacturing processes yield industrial-scale, cryopreserved, off-the-shelf, cellular medicines. These cell therapies, with defined pharmaceutical release criteria, are planned to be readily available to patients worldwide.

Mesoblast has locations in Australia, the United States and Singapore and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). For more information, please see www.mesoblast.com, LinkedIn: Mesoblast Limited and X: @Mesoblast

References / Footnotes

1. Ramteke HD, et al. Comparative efficacy and safety of ruxolitinib and remestemcel-L in the treatment of steroid-refractory acute graft-versus-host disease: Systematic review and meta-analysis. Poster. Blood 146 (2025) 6030. https://doi.org/10.1182/blood-2025-6030
2. Please see the full Prescribing Information at www.ryoncil.com
3. Etra A, Ferrara JLM, Levine JE. Remestemcel-L-rknd (Ryoncil): the first approved cellular therapy for steroid-refractory acute GVHD. Blood. 2025 October 16; 146(16): 1897–1901

Forward-Looking Statements
This press release includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements should not be read as a guarantee of future performance or results, and actual results may differ from the results anticipated in these forward-looking statements, and the differences may be material and adverse. Forward-looking statements include, but are not limited to, statements about: the initiation, timing, progress and results of Mesoblast’s preclinical and clinical studies, and Mesoblast’s research and development programs; Mesoblast’s ability to advance product candidates into, enroll and successfully complete, clinical studies, including multi-national clinical trials; Mesoblast’s ability to advance its manufacturing capabilities; the timing or likelihood of regulatory filings and approvals, manufacturing activities and product marketing activities, if any; the commercialization of Mesoblast’s RYONCIL for pediatric SR-aGVHD and any other product candidates, if approved; regulatory or public perceptions and market acceptance surrounding the use of stem-cell based therapies; the potential for Mesoblast’s product candidates, if any are approved, to be withdrawn from the market due to patient adverse events or deaths; the potential benefits of strategic collaboration agreements and Mesoblast’s ability to enter into and maintain established strategic collaborations; Mesoblast’s ability to establish and maintain intellectual property on its product candidates and Mesoblast’s ability to successfully defend these in cases of alleged infringement; the scope of protection Mesoblast is able to establish and maintain for intellectual property rights covering its product candidates and technology; estimates of Mesoblast’s expenses, future revenues, capital requirements and its needs for additional financing; Mesoblast’s financial performance; developments relating to Mesoblast’s competitors and industry; and the pricing and reimbursement of Mesoblast’s product candidates, if approved. You should read this press release together with our risk factors, in our most recently filed reports with the SEC or on our website. Uncertainties and risks that may cause Mesoblast’s actual results, performance or achievements to be materially different from those which may be expressed or implied by such statements, and accordingly, you should not place undue reliance on these forward-looking statements. We do not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Release authorized by the Chief Executive.

For more information, please contact:

Cycle Pharmaceuticals to Acquire Applied Therapeutics




Cycle Pharmaceuticals to Acquire Applied Therapeutics

Applied Therapeutic’s lead drug candidate, govorestat, is a novel central nervous system penetrant Aldose Reductase Inhibitor for the treatment of CNS rare metabolic diseases

NEW YORK, Dec. 11, 2025 (GLOBE NEWSWIRE) — Applied Therapeutics, Inc. (Nasdaq: APLT; “Applied”), a clinical-stage biopharmaceutical company dedicated to creating transformative treatments for rare diseases, today announced a definitive agreement for Cycle Group Holdings Limited (“Cycle”) to acquire Applied Therapeutics.

Applied Therapeutics is a clinical-stage biopharmaceutical company committed to the development of novel drug candidates against validated molecular targets in rare diseases. Applied’s lead drug candidate, govorestat, is a novel central nervous system (CNS) penetrant Aldose Reductase Inhibitor (ARI) for the treatment of CNS rare metabolic diseases, including Classic Galactosemia, Charcot-Marie-Tooth Sorbitol Dehydrogenase Deficiency (CMT-SORD) and phosphomannomutase 2 congenital disorder of glycosylation (PMM2-CDG).

“We are confident that Cycle has the resources and capabilities to move govorestat forward towards the ultimate goal of bringing a life-changing treatment to the patients suffering from Classic Galactosemia, CMT-SORD and PMM2-CDG, who have always been at the center of everything we do at Applied,” said Les Funtleyder, Interim Chief Executive Officer and Chief Financial Officer of Applied. “I want to thank the entire Applied team for their perseverance and commitment. We are also grateful to the investigators and patients who have contributed to the development of govorestat.”

Under the terms of the merger agreement, Cycle will commence a tender offer to acquire all of the outstanding shares of Applied common stock for a per share price of $0.088 per share in cash payable at closing plus one non-transferrable contingent value right (CVR) that entitles the holder to receive potential additional payments.

The CVR provides payments based on the following:

• Up to $0.10 per CVR in cash payable upon FDA approval of a new drug application for any galactosemia indication prior to the eighth anniversary of closing.
• Up to $0.10 per CVR in cash payable upon FDA approval of a new drug application for the CMT-SORD indication prior to the eighth anniversary of closing.
• Up to $0.20 per CVR in cash payable upon the first achievement of worldwide net sales of any product covered by the CVR by Cycle, its affiliates or licensees equal to or exceeding $200 million dollars in any four-quarter fiscal period prior to the tenth anniversary of closing.
• Each CVR holder will also be entitled to receive their pro rata share of any cash of Applied in excess of $500,000 at closing (capped at $1.5 million) (“Closing Cash Payment”).
• Each such CVR and Closing Cash Payment will be paid only once, if at all.

The transaction is subject to customary closing conditions contained in the merger agreement that will be filed with the SEC, including the tender of a majority of the outstanding shares of Applied common stock. The merger agreement does not include a financing condition. The transaction is expected to close in the first quarter of 2026, subject to satisfaction of the closing conditions. If the tender offer closes, then Cycle would acquire untendered shares of Applied through a second-step merger for the same consideration.

Applied also issued a Promissory Note (the “Promissory Note”) to Cycle. The Promissory Note is unsecured and enables Applied to receive loans aggregating up to $8.5 million from Cycle, to fund Applied’s working capital needs under an approved budget. Cycle’s funding obligations cease, and amounts borrowed immediately becomes repayable, if the transaction is terminated for certain reasons. Absent funds provided by Cycle under the Promissory Note or from another source, Applied would be unable to continue to fund its activities for more than a limited number of days and Applied would anticipate proceeding to wind down operations.

The transaction was unanimously approved by the Applied Board of Directors following an extensive evaluation of strategic alternatives. This evaluation process included numerous discussions with potential counterparties. The Applied Board of Directors determined that entering into the merger agreement with Cycle represented the path that best advanced the interests of Applied and its stockholders.

For Cycle, Goodwin Procter LLP is acting as legal counsel. For Applied, Aquilo Partners, L.P. provided a fairness opinion, and Ropes & Gray LLP is acting as legal counsel.

About Cycle Pharmaceuticals

Cycle was founded in 2012 with the sole aim of delivering drug treatments and product support to the underserved rare disease community. Cycle focuses on rare genetic conditions in metabolic, immunology, urology, and oncology. In neurology, Cycle focuses on multiple sclerosis. Cycle is headquartered in Cambridge, UK and has offices in Detroit, Michigan. For more information, please visit www.cyclepharma.com and follow us on X, LinkedIn and Facebook.

About Applied Therapeutics

Applied Therapeutics, Inc. is a clinical-stage biopharmaceutical company committed to the development of novel drug candidates against validated molecular targets in rare diseases. The Company’s lead drug candidate, govorestat, is a novel central nervous system (CNS) penetrant Aldose Reductase Inhibitor (ARI) for the treatment of CNS rare metabolic diseases, including Classic Galactosemia, Charcot-Marie-Tooth Sorbitol Dehydrogenase Deficiency (CMT-SORD) and phosphomannomutase 2 congenital disorder of glycosylation (PMM2-CDG).

Additional Information and Where to Find it

The tender offer referred to in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Cycle Group Holdings Limited (“Parent”) and AT2B, Inc., an indirect wholly owned subsidiary of Parent (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Parent and Purchaser will cause to be filed a tender offer statement on Schedule TO with the SEC, and Applied Therapeutics will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF APPLIED THERAPEUTICS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE OFFER.

Both the tender offer statement and the solicitation/recommendation statement will be mailed to Applied Therapeutics’ stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of Applies Therapeutics by accessing https://ir.appliedtherapeutics.com/ or by contacting Investor Relations at appliedtherapeutics@argotpartners.com. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC.

APPLIED THERAPEUTICS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. 

Cautionary Statement Regarding Forward-Looking Statements

This document includes forward-looking statements that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, statements regarding the proposed acquisition of Applied Therapeutics by Parent, the expected timetable for completing the transaction, and Applied Therapeutics’ future financial or operating performance. These forward-looking statements typically can be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed acquisition of Applied Therapeutics by Parent, similar transactions, prospective performance, future plans, events, expectations, objectives, opportunities, and the outlook for Applied Therapeutics; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties; accordingly, investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially due to several factors. Factors that could cause future results to differ materially include: risks associated with the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction will not occur; uncertainties as to how many of Applied Therapeutics’ stockholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay a termination fee pursuant to the Merger Agreement; the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; unanticipated difficulties or expenditures relating to the proposed transaction; the response of business partners to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; the possibility that the milestone payments related to the CVR will never be achieved and that no milestone payment may be made or if made the amount of such milestone payment made; the risk that any equityholder litigation in connection with the proposed transactions may result in significant costs of defense, indemnification and liability; Applied Therapeutics’ ability to successfully demonstrate the efficacy and safety of its drug or drug candidates, and the preclinical or clinical results for its product candidates, which may not support further development of such product candidates; comments, feedback and actions of regulatory agencies; Applied Therapeutics’ dependence on the successful clinical development, regulatory approval and commercialization of its product candidates; the inherent uncertainties associated with developing new products or technologies and operating as clinical stage company; the Company’s obligations under the Promissory Note and its ability to satisfy such obligations; the Company’s ability to receive loans from Parent under the Promissory Note; the Company’s cash sufficiency and runway; and other risks identified in Applied Therapeutics’ SEC filings, including Applied Therapeutics’ Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 and subsequent filings with the SEC. Applied Therapeutics cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The forward-looking statements in this document speak only as of the date of this document. Applied Therapeutics undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law.

Contacts

Investors:
Julie Seidel / Andrew Vulis
(212) 600-1902
appliedtherapeutics@argotpartners.com 

Media:
media@appliedtherapeutics.com