Matricelf Ltd. (TASE: MTLF) Signs MOU to Establish Subsidiary for Commercialization of Parkinson's Disease Therapy

Rhea-AI Summary

Matricelf (TASE: MTRLF) signed a Memorandum of Understanding to form a private Israeli subsidiary to research, develop and commercialize its autologous cell and tissue engineering technology for Parkinson's disease, subject to a definitive agreement and customary closing conditions.

The subsidiary aims to complete a USD 3.5 million capital raise within three months; Matricelf would receive 25% of the subsidiary on a fully diluted basis, ongoing revenue participation (the higher of 12% of consideration or 2.5% net sales), and a 10% success fee on major liquidity events. A minimum annual R&D budget of USD 1 million for two years is planned.

Positive

• Planned subsidiary capital raise of USD 3.5 million within 3 months
• Matricelf to retain 25% equity in subsidiary on a fully diluted basis
• Revenue participation: higher of 12% of consideration or 2.5% of net sales
• Minimum R&D budget of USD 1 million per year for two years

Negative

• Transaction requires definitive agreement by April 23, 2026 and may not close
• Closing is conditioned on completing the USD 3.5 million financing
• Matricelf would hold a 25% minority stake, limiting direct control

NESS ZIONA, Israel, March 3, 2026 /PRNewswire/ -- Matricelf Ltd. (TASE: MTLF), a biotechnology company developing autologous engineered tissue therapies, today announced that it has signed a Memorandum of Understanding, subject to the execution of a definitive agreement and satisfaction of customary closing conditions, to establish a dedicated subsidiary for the research, development, and commercialization of the Company's technology for the treatment of Parkinson's disease.

The agreement follows the Company's January 27, 2026 announcement regarding preliminary non binding discussions on this initiative. The subsidiary will focus on applying Matricelf's proprietary autologous cell and tissue engineering platform to Parkinson's disease and Parkinsonism indications.

Strategic Rationale

The establishment of a dedicated subsidiary is designed to enable focused managerial attention, capital allocation, and development strategy for the Parkinson's indication, while allowing the parent company to maintain strategic and economic exposure to the program.

This structure is intended to facilitate dedicated capital raising at the subsidiary level without requiring equity issuance at the parent company level. Matricelf is expected to retain a significant equity stake alongside defined revenue participation mechanisms, potentially creating long term value for shareholders.

Overview of Parkinson's Disease Market Opportunity

Parkinson's disease is a progressive neurodegenerative brain disorder characterized primarily by motor symptoms such as tremor, bradykinesia, and rigidity, as well as non motor symptoms including sleep disturbances, pain, and cognitive changes. There is currently no cure, and treatments focus on symptom management.

According to the World Health Organization, the prevalence of Parkinson's disease has doubled over the past 25 years, with more than 8.5 million people living with the condition worldwide as of 2019. Market research estimates the global Parkinson's treatment market at approximately USD 5.65 billion in 2024, projected to grow to approximately USD 7.58 billion by 2030.

Transaction Structure

Under the proposed structure:

• The subsidiary will be incorporated as a private Israeli company.
• Within 3 months of signing the definitive agreement, the subsidiary is expected to complete a capital raise of USD 3.5 million, which will serve as a condition precedent to closing.
• Upon closing and subject to completion of the capital raise, Matricelf will grant the subsidiary an exclusive worldwide sublicense to develop and commercialize the technology for Parkinson's disease.
• In consideration for the sublicense, Matricelf will receive shares representing 25% of the subsidiary's issued and outstanding share capital on a fully diluted basis immediately following closing and financing.

In addition, Matricelf will be entitled to the higher of:

• 12% of any consideration received by the subsidiary in connection with future commercialization agreements with third parties, including upfront payments, milestones, royalties, or other payments; or
• 2.5% of net sales generated under such commercialization agreements.

In the event of a sale of more than 51% of the subsidiary's shares or an initial public offering of the subsidiary, Matricelf will be entitled to a 10% success fee from the total consideration received.

The subsidiary will also enter into a development services agreement with Matricelf, with a minimum annual R&D budget of USD 1 million for 2 years.

Leadership and Governance

Upon completion of the transaction:

• Dr. Alon Sinai, currently Director, Deputy CEO and President of Matricelf, will serve as advisor and board observer at the subsidiary.
• Professor Tal Dvir, Director and Chief Scientist of Matricelf, will serve as Chief Scientist of the subsidiary.
• Ron Miron, Active Chairman of Matricelf, will serve as an active director of the subsidiary without additional compensation beyond his current role.

Ron Miron, Chairman of the Board of Matricelf, stated: "The establishment of a dedicated subsidiary for the development and commercialization of our Parkinson's program represents another significant step in executing our strategy, which leverages our autologous cell and advanced tissue engineering platform. We view this as the first milestone in expanding Matricelf's activities across neurological indications and potentially establishing additional focused subsidiaries built upon our core technological capabilities".

Conditions to Closing

Completion of the transaction is subject to execution of a definitive agreement by April 23, 2026, completion of the subsidiary financing, approval by relevant corporate bodies of the Company, and consent from Ramot at Tel Aviv University, among other customary conditions.

There can be no assurance that the definitive agreement will be executed or that the transaction will be completed on the terms described or at all.

About Matricelf Ltd.

Matricelf Ltd. (TASE: MTLF) is a regenerative medicine company developing personalized autologous engineered tissue therapies based on proprietary stem cell and hydrogel technologies. The Company's platform is initially focused on spinal cord injury and is expanding into additional neurological indications.

Forward Looking Statements

This press release contains forward looking statements regarding the proposed subsidiary, completion of the financing, execution of a definitive agreement, regulatory approvals, commercialization potential, and future strategic expansion. These statements are subject to risks and uncertainties and there can be no assurance that the transaction will be completed or that expected benefits will be realized.

CONTACT INFO:
Gil Hakim
CEO
Matricelf
Tel: +972-52-5263351
GIL@MATRICELF.COM

View original content:https://www.prnewswire.com/news-releases/matricelf-ltd-tase-mtlf-signs-mou-to-establish-subsidiary-for-commercialization-of-parkinsons-disease-therapy-302702188.html

SOURCE Matricelf Ltd.

FAQ

What did Matricelf (MTRLF) agree to on March 3, 2026 regarding Parkinson's commercialization?

Matricelf signed an MOU to form a private Israeli subsidiary to commercialize Parkinson's technology. According to the company, the deal is subject to a definitive agreement and customary closing conditions.

How much capital will the new Matricelf Parkinson's subsidiary seek and by when?

The subsidiary is expected to complete a USD 3.5 million capital raise within three months of the definitive agreement. According to the company, this financing is a condition precedent to closing.

What economic interest will Matricelf keep in the Parkinson's subsidiary (MTRLF)?

Matricelf will receive shares equal to 25% of the subsidiary on a fully diluted basis immediately after closing and financing. According to the company, Matricelf will also receive defined revenue participation.

What revenue participation terms did Matricelf announce for the Parkinson's subsidiary?

Matricelf will be entitled to the higher of 12% of consideration from commercialization deals or 2.5% of net sales. According to the company, a 10% success fee applies to major liquidity events.

What minimum R&D commitment is planned between Matricelf and the subsidiary?

The subsidiary will enter a development services agreement with a minimum annual R&D budget of USD 1 million for two years. According to the company, this supports near-term development work.

What are the key closing conditions and timing for Matricelf's subsidiary transaction?

Closing requires a definitive agreement by April 23, 2026, completion of the USD 3.5 million financing, corporate approvals, and third-party consents. According to the company, there is no assurance the transaction will complete.