AlphaTON Capital Executes Binding Call Option to Sell Legacy Biotech Asset iOx Therapeutics to Immunova
Rhea-AI Summary
AlphaTON Capital (NASDAQ: ATON) executed a binding call option granting Immunova the option to acquire iOx Therapeutics, AlphaTON's liposomal iNKT agonist subsidiary. Upon exercise, AlphaTON would receive an upfront cash payment, 10% equity of the acquiring entity on a fully diluted basis, milestone payments potentially >$100 million, and single-digit royalties on future net sales. The option is subject to conditions, including Immunova securing financing, and there is no assurance the option will be exercised or the transaction completed.
Positive
- 10% equity in acquiring entity on fully diluted basis
- Milestone payments potentially exceeding $100 million
- Single-digit royalties on future net sales
Negative
- Option exercise contingent on Immunova financing
- No assurance the call option will be exercised
- Upfront cash payment unspecified in announcement
Key Figures
Market Reality Check
Peers on Argus
Sector scanners flag only MGLD in momentum, moving up while ATON’s tracked direction is down. Broader asset-management peers show mixed single-digit moves, suggesting this biotech-asset divestiture reads as company-specific rather than a sector rotation.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 10 | Board change | Positive | +5.5% | Election of independent director F. Daniel Siciliano after prior director resignation. |
| Feb 10 | AI conference | Positive | +5.5% | Presentation of privacy-preserving AI infrastructure for Telegram’s 1B+ users at Consensus Hong Kong. |
| Jan 30 | AI product launch | Positive | -14.4% | Launch of AlphaTON Claude Connector linking Claude AI to TON blockchain via Telegram. |
| Jan 29 | Balance sheet update | Positive | +11.8% | Update on $24.5M assets, $11M cash, no debt, AI GPU investment deposit. |
| Jan 29 | Investor event | Positive | +11.8% | State-of-company presentation and disclosure of assets, cash and AI GPU plans. |
Recent corporate/AI updates have more often seen positive alignment, but one major AI product launch drew a sharp negative divergence.
Over the past few weeks, AlphaTON has shifted from its immuno-oncology roots toward AI and digital-asset infrastructure, while still managing legacy biotech holdings. On Jan 29–30, 2026, balance sheet and event updates highlighting $24.5M in assets and AI GPU investments saw shares rise about 11.83%. Earlier AI launches like the Claude Connector on Jan 30, 2026 triggered a -14.37% move, showing occasional negative divergence. Governance and AI-focused conference news on Feb 10, 2026 coincided with mid-single-digit gains. Today’s iOx call option continues the portfolio-repositioning narrative away from pure biotech.
Regulatory & Risk Context
An effective Form F-3 filed on Nov 6, 2025 registers the resale of up to 189,719 ordinary shares by a selling shareholder. The company itself is not selling shares and receives no proceeds, but the shelf supports secondary liquidity and has been used multiple times via recent 424B3 supplements.
Market Pulse Summary
This announcement details a binding call option to sell AlphaTON’s legacy biotech unit iOx Therapeutics while preserving upside through milestones potentially exceeding $100 million, a 10% equity stake in the acquirer, and future royalties. The structure continues the shift away from pure immuno-oncology toward AI and Telegram-focused initiatives. Investors may track whether Immunova secures financing to exercise the option, the progression of PORT-2 beyond its Phase 1/2 data, and how proceeds, if realized, are redeployed into AlphaTON’s core technology and AI roadmap.
Key Terms
milestone payments financial
royalties financial
biomarker medical
monotherapy medical
AI-generated analysis. Not financial advice.
Structure Preserves Shareholder Upside Through Equity, Milestones, Royalties, and Sublicensing Participation
Dover, DE, Feb. 17, 2026 (GLOBE NEWSWIRE) -- AlphaTON Capital Corp. (Nasdaq: ATON) ("AlphaTON" or the "Company"), the world's leading public technology company scaling the Telegram super app for an addressable market of over 1 billion monthly active users, today announced the execution of a binding call option agreement with Immunova, LLC ("Immunova"), granting Immunova, or an affiliate, the option to acquire iOx Therapeutics Limited ("iOx"), a wholly owned subsidiary of AlphaTON focused on developing liposomal iNKT agonists.
Upon exercise of the option and completion of the acquisition, AlphaTON would be entitled to an upfront cash payment at closing, equity consideration representing
iOx’s lead candidate, PORT-2 (IMM60), a liposomal iNKT cell agonist, has been evaluated in advanced melanoma and metastatic NSCLC patients in the Phase 1/2 IMP-MEL study, conducted in the U.S. and U.K. (reported as the IMPORT-201 study).The program originated at the University of Oxford, and Merck provided pembrolizumab (KEYTRUDA) under a clinical trial collaboration. Data presented at ASCO and SITC indicated PORT-2 was well tolerated as a monotherapy at all doses tested, with biomarker evidence of immune activation and preliminary signs of anti-tumor activity, including shrinkage in several lesions in heavily pre-treated PD-1 refractory patients.
The transaction enables AlphaTON to unlock value from iOx while maintaining significant participation in the future success of the pipeline through its equity stake, milestone payments, and royalty structure.
“Executing this agreement is an important step to unlock value from iOx while preserving meaningful long-term economic participation for AlphaTON,” said Brittany Kaiser, Chief Executive Officer of AlphaTON Capital. “iOx is a differentiated, clinically supported lipid-based immune program, and placing it with Immunova enables dedicated execution under a focused development platform. We will continue to advance our mesothelioma program, where we remain on track to dose the first patient with TT-4, and we are progressing our new Telegram-oriented, AI-driven biotech initiative aimed at rare cancers. This is about maximizing value across the portfolio with clear priorities and disciplined execution.”
Brian Horsburgh, PhD, CEO of Immunova, said: "We are pleased to partner with AlphaTON on this transaction. The iOx portfolio represents a differentiated lipid-based immune platform supported by human clinical data and compelling biomarker evidence, well aligned with our deep expertise in lipid science and development. With formalized rights to the assets, we intend to pursue a disciplined, capital-efficient, biomarker-driven development strategy to advance meaningful clinical milestones and build a focused clinical-stage biotechnology company to deliver new medicines for patients.”
The call option is exercisable subject to certain conditions, including Immunova securing financing commitments. There can be no assurance that the call option will be exercised, that the contemplated transaction will be completed or that, if the transaction is completed, it will prove to be beneficial to AlphaTON. The transaction remains subject to customary closing conditions.
About AlphaTON Capital Corp. (Nasdaq: ATON)
AlphaTON Capital Corp (NASDAQ: ATON) is the world's leading technology public company scaling the Telegram super-app, with an addressable market of 1 billion monthly active users. The Company is delivering a comprehensive hyperscaler strategy on the Telegram ecosystem through a combination of software products, middleware data, AI training assets, and AI infrastructure hardware clusters deploying Confidential AI for the Telegram ecosystem.
Through its operations, AlphaTON Capital provides public market investors with institutional-grade exposure to the Telegram ecosystem and its one billion-user platform while maintaining the governance standards and reporting transparency of a Nasdaq-listed company. Led by Chief Executive Officer Brittany Kaiser, Executive Chairman and Chief Investment Officer Enzo Villani, and Chief Business Development Officer Yury Mitin, the Company's activities span network validation and staking operations, development of Telegram-based applications, and strategic investments in TON-based decentralized finance protocols, gaming platforms, and business applications.
AlphaTON Capital, through its legacy business, is also advancing first-in-class therapies targeting known checkpoint resistance pathways to achieve durable treatment responses and improve patients' quality of life. AlphaTON Capital actively engages in the drug development process and provides strategic counsel to guide the development of novel immunotherapy assets and asset combinations.
AlphaTON Capital Corp is incorporated in the British Virgin Islands and trades on Nasdaq under the ticker symbol "ATON".
To learn more, please visit https://alphatoncapital.com/
AlphaTON Capital Telegram Official Channel: https://t.me/alphatoncapital_official
Forward-Looking Statements
All statements in this press release, other than statements of historical facts, including without limitation, statements regarding the Company's business strategy, plans and objectives of management for future operations and those statements preceded by, followed by or that otherwise include the words "believe," "expects," "anticipates," "intends," "estimates," "will," "may," "plans," "potential," "continues," or similar expressions or variations on such expressions are forward-looking statements. As a result, forward-looking statements are subject to certain risks and uncertainties, including, but not limited to: the risk that the call option may not be exercised or the transaction may not be consummated, the risk that any milestone or royalty payments may not be achieved, the uncertainty of the Company's investment in TON, the uncertainty around the Company's legacy business, the operational strategy of the Company, the Company's executive management team, risks from Telegram's platform and ecosystem, the potential impact of markets and other general economic conditions, and other factors set forth in "Item 3 – Key Information-Risk Factors" in the Company's Annual Report on Form 20-F for the year ended March 31, 2025 and included in the Company's Form 6-Ks filed with the Securities and Exchange Commission on September 3, 2025 and January 13, 2026. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
Investor Relations:
John Ragozzino, CFA
AlphaTON@icrinc.com
(203) 682-8200
Media Inquiries:
Richard Laermer
RLM PR
AlphaTON@rlmpr.com
(212) 741-5106 X 216
Richard Laermer AlphaTON (at) rlmpr.com
FAQ
What did AlphaTON (ATON) announce on February 17, 2026 about iOx Therapeutics?
What does the 10% equity consideration mean for ATON shareholders?
How large are the milestone payments in the Immunova call option for ATON (ATON)?
What clinical data supports iOx's lead candidate PORT-2 (IMM60) in ATON's announcement?
What are the main risks or conditions that could prevent the ATON iOx transaction from closing?
