Freenome Holdings, Inc. acquired Oncimmune Limited and Oncimmune Europe GmbH from Oncimmune Holdings plc (AIM:ONC) for £13 million on May 22, 2023. The consideration of £13 million is in cash, structured as consideration for equity and debt repayment, of which £1.3 million in cash is being held in escrow for 12 months in the event of any claim by Freenome against the customary warranties and indemnity given to Freenome in the sale and purchase agreement. Separately, Oncimmune Germany GmbH, Oncimmune Holdings' wholly-owned pharma services business trading as ImmunoINSIGHTS, and Freenome have also signed a long-term Master Services Agreement. Oncimmune Holdings has an existing debt facility with IPF Management SA with an outstanding principal balance of €11.6 million prior to this transaction. In connection with the transaction, Oncimmune has agreed to repay €7.2 million (being €5.6 million of principal and €1.6 million of interest) of the outstanding IPF Facility. The Board of Oncimmune Holdings considers that the repayment of debt under the IPF Facility, the repayment profile of the new IPF Facility, together with the net proceeds from the transaction, removes any material uncertainty as regards going concern. Phil Davies, Harry Gooden, George Tzimas and James Fischer of Nplus1 Singer Advisory LLP acted as the financial advisor to Oncimmune Holdings plc (AIM:ONC).

Freenome Holdings, Inc. completed the acquisition of Oncimmune Limited and Oncimmune Europe GmbH from Oncimmune Holdings plc (AIM:ONC) for £13 million on May 22, 2023.