Sernova Biotherapeutics Inc. and Seraxis Holdings Inc. have agreed to merge, forming BetaNova Biotherapeutics, a clinical-stage company focused on type 1 diabetes cell replacement therapy.
Under the terms of the deal, shareholders of each company will hold approximately equal stakes in the combined entity. Sernova, listed on the Toronto Stock Exchange under the ticker SVA, is based in Germantown, Maryland, with additional operations in Toronto.
Closing is expected in November 2026, pending approvals from at least two-thirds of votes cast by Sernova shareholders, as well as shareholder, court, and regulatory consent.
To support the transition, the merged company has secured $10 million in non-brokered convertible note financing from existing insider shareholders. The financing round remains open to additional qualified investors through September 30, 2026. Proceeds will fund manufacturing of SR-02, a stem cell-derived pancreatic islet therapy candidate, and initial patient dosing in its clinical program.
SR-02 is an allogeneic stem cell-derived pancreatic islet treatment designed to be paired with immune suppressants. Its Phase 1/2 trial operates under an FDA-cleared investigational new drug application (NCT07581197), with first-patient dosing targeted for the first quarter of 2027 and data expected by mid-year.
A follow-on candidate, SR-03, incorporates gene edits aimed at immune evasion and is expected to have its IND submission in the second half of 2027.
BetaNova plans to seek a Nasdaq listing in the first quarter of 2027, contingent on meeting applicable requirements.
Jonathan Rigby, president and CEO of Sernova, will become CEO of BetaNova. Will Rust, president and CEO of Seraxis, will serve as president and chief scientific officer. James Parsons will take the role of CFO.
The agreement includes a $5 million break fee payable by either party under certain circumstances, and BetaNova is expected to operate with a seven-member board. Noble Capital Markets acted as exclusive financial advisor to the merger.
