Oncternal Therapeutics Announces the Sale of Select Development Programs and the Wind-Down of its Operations

Rhea-AI Summary

Oncternal Therapeutics (NASDAQ:ONCT) has announced the sale of its zilovertamab and ONCT-808 programs to Ho'ola Therapeutics, marking a significant shift in the company's trajectory. The deal includes a $3.0 million upfront payment, with $2.25 million paid immediately and $750,000 contingent on resolving third-party obligations.

The agreement includes potential milestone payments of up to $65.0 million, broken down into: $5.0 million for development milestones, $40.0 million for regulatory approvals, and a $20.0 million sales milestone upon reaching a specific net sales threshold. These milestones are tied to achievements in major markets including the U.S., UK, Germany, Spain, France, Italy, and Japan.

Following the asset sale completed on June 27, 2025, Oncternal announced the appointment of Craig R. Jalbert as President, CEO, Treasurer, Secretary, and sole board member, while all other directors and employees have resigned. Jalbert will oversee the company's wind-down operations and manage any future distribution of remaining cash and milestone-based payments.

Positive

• None.

Negative

• Complete cessation of business operations and wind-down of company
• All directors and employees have resigned
• Future milestone payments entirely dependent on Ho'ola Therapeutics' success
• Company loses control over development of its drug programs

Insights

Corporate Restructuring Specialist

Oncternal is winding down operations after selling core assets to Ho'ola Therapeutics, signaling the company's effective dissolution.

Oncternal Therapeutics has entered the terminal phase of its corporate lifecycle, selling its core ROR1-targeting pipeline (zilovertamab and ONCT-808) to Ho'ola Therapeutics for a modest $3 million upfront payment, with $2.25 million paid immediately and $750,000 contingent on resolving third-party obligations. While the agreement includes potential milestone payments totaling up to $65 million, the transition to dissolution specialist Craig Jalbert as the sole executive and board member clearly signals this is a liquidation process, not a strategic pivot.

The company has initiated a formal wind-down, with all directors and employees resigning. Jalbert's appointment—bringing 30+ years of company dissolution experience—confirms shareholders should expect distribution of remaining cash and potential milestone-based payments rather than operational continuation. The upfront payment is notably small relative to typical biotech acquisitions, suggesting limited perceived value or negotiating leverage for these clinical-stage assets.

The milestone structure reveals the significant development hurdles still facing these programs: $5 million tied to pivotal trial completion or regulatory submissions, $40 million for approvals, and $20 million for reaching sales thresholds—all contingent on Ho'ola's willingness to advance these programs in major markets. For shareholders, future value rests entirely on Ho'ola's development decisions, regulatory outcomes, and commercial success—with no guarantee any milestones will materialize.

SAN DIEGO, July 01, 2025 (GLOBE NEWSWIRE) -- Oncternal Therapeutics, Inc. today announced the sale of its zilovertamab and ONCT-808 programs to Ho’ola Therapeutics, Inc. Zilovertamab is an investigational monoclonal antibody designed to inhibit the function of Receptor Tyrosine Kinase-Like Orphan Receptor 1 (ROR1), and ONCT-808 is an investigational autologous chimeric antigen receptor T (CAR T) cell therapy that targets ROR1 using the binding domain from zilovertamab.

Ho’ola will pay Oncternal a $3.0 million upfront payment, with $2.25 million paid immediately and $750,000 upon resolution of certain outstanding contractual obligations with third parties. Oncternal will also be eligible to receive up to $65.0 million in development, regulatory approval and sales milestone payments for the acquired products (including any future products derived from the acquired intellectual property). The development milestones consist of up to $5.0 million upon either the last patient enrolled in a pivotal clinical trial or a regulatory approval submission. The regulatory milestones consist of up to $40.0 million in connection with regulatory approvals. The sales milestone payment consists of $20.0 million upon achievement of a net sales threshold. The foregoing development and regulatory approval milestones are based on clinical trials and/or regulatory approvals in any of the following major markets: the U.S., United Kingdom, Germany, Spain, France or Italy, and Japan. The asset sale was completed on June 27, 2025, pursuant to an asset purchase agreement as of the same date. Oncternal also announced that, following the asset sale, Craig R. Jalbert has been appointed President, CEO, Treasurer, Secretary, and sole member of Oncternal’s board of directors, and Oncternal’s directors and remaining employees have resigned. Mr. Jalbert, a principal of the accounting firm Verdolino & Lowey, P.C., brings over 30 years of experience in overseeing the dissolution of companies. Mr. Jalbert will oversee the winddown of Oncternal’s operations, including any future distribution of remaining cash and future rights to any milestone-based payments.

Oncternal cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on Oncternal’s current beliefs and expectations. Forward-looking statements include statements regarding the upfront and potential milestone consideration payable to Oncternal and plans related to, and timing of, the wind down the company. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Oncternal’s business, including, without limitation: we will be entirely dependent on Ho’ola Therapeutics for the development, regulatory approval and sales of any products subject to the asset purchase agreement; Ho’ola Therapeutics may not successfully develop any products from the asset purchase agreement due to the inherent risks in drug development as well as strategic decisions by Ho’ola Therapeutics on whether to continue any of the product programs; the timing, progress, mechanics and final results of Oncternal’s planned wind down may be delayed or cost more than expected which could delay or reduce the final payments to stockholders; and other risks described in Oncternal’s prior filings with the Securities and Exchange Commission. All forward-looking statements in this report are current only as of the date hereof and, except as required by applicable law, Oncternal undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Company Contact:
Verdolino & Lowey, P.C.
124 Washington Street, Suite 101
Foxboro, MA. 02035
Phone - 508-543-1720
Oncternal@VLPC.com

FAQ

What assets did Oncternal Therapeutics (ONCT) sell to Ho'ola Therapeutics?

Oncternal sold its zilovertamab program (a monoclonal antibody targeting ROR1) and ONCT-808 program (an autologous CAR T cell therapy) to Ho'ola Therapeutics.

How much is Oncternal (ONCT) receiving from the Ho'ola Therapeutics deal?

Oncternal receives $3.0 million upfront ($2.25M immediate + $750K conditional) and can earn up to $65.0 million in future milestone payments.

Who is leading Oncternal (ONCT) through its wind-down process?

Craig R. Jalbert, a principal of Verdolino & Lowey, P.C. with over 30 years of experience in company dissolutions, has been appointed as President, CEO, Treasurer, Secretary, and sole board member.

What are the milestone payment conditions for Oncternal (ONCT)?

The milestones include $5.0M for development, $40.0M for regulatory approvals, and $20.0M for reaching sales thresholds in major markets including US, UK, Germany, Spain, France, Italy, and Japan.

What risks are associated with Oncternal's (ONCT) milestone payments?

The payments depend entirely on Ho'ola Therapeutics' success in developing and commercializing the products, with no guarantee of achievement due to inherent risks in drug development.