Medical Innovation Exchange

Rain ends stormy year of layoffs by opting to be acquired by Pathos AI over Concentra

After a year of layoffs and declining share prices in the wake of a late-stage clinical failure, Rain Oncology’s search for a suitable buyer has paid off.

AI-focused Pathos AI will pay $1.16 per share of Rain, which Pathos described as a 17% premium on Rain’s share price on Oct. 13. In addition, Rain’s shareholders can also expect a contingent value right for up to an additional 17 cents per share depending on the company’s final finances.

The deal, which is expected to close in January, has already been voted through by Rain’s board and would see Rain operate as a subsidiary of Pathos. The deal is reliant on Rain having at least $49.6 million on hand in cash and equivalents.

The hurdle should be easy to jump for Rain, which ended September with $77.3 million available. In the same November earnings release that Rain disclosed those figures, the company also teased that it would be able to provide an update on its search for “strategic opportunities” by the end of the year.

Boston-based Pathos has developed AI-powered digital pathology tools that have attracted interest from the likes of GSK. In May, the company brought the first clinical-stage drug into its pipeline by securing the license to Novo Nordisk’s CBP/p300 inhibitor program, dubbed FT-7051.

That will now be joined by Rain’s MDM2 inhibitor milademetan. The drug’s failure in a phase 3 trial in liposarcoma earlier this year prompted the biotech to lay off 65% of its workforce in May, plus halt other trials of milademetan and explore options that could “enhance” its pipeline through a precision oncology acquisition.

“After a thorough assessment, the Rain Board determined that this transaction is in the best interests of our stockholders, as it leverages Rain’s strong cash position to provide a confirmed cash takeout for our stockholders and retains some future potential upside due to Pathos’ continued interest in further developing milademetan for cancer patients using their proprietary PathOS Platform,” Rain CEO Avanish Vellanki said in a post-market release yesterday.

Pathos wasn’t the only potential suitor circling Rain. The company also received an offer from serial biotech bidder Concentra in October. Rain’s decision to opt for Pathos marks the latest knockback for Tang Capital-owned Concentra, which also failed in its attempts to buy Atea Pharmaceuticals. Concentra had better luck when it used a last-minute offer to snatch Jounce Therapeutics out of the hands of Redx Pharma in March.

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