Evommune licenses EVO570; up to $920M commercial milestones
Evommune estimates post-placement cash, cash equivalents and investments of $292.3 million, sufficient to fund operations into the second half of 2029.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Evommune, Inc. (EVMN) licensed exclusive, sublicensable rights to develop, manufacture and commercialize Hinova’s VAV1 degraders, including EVO570, for human and animal indications outside Greater China; Hinova retained rights in mainland China, Hong Kong, Macau and Taiwan.
For the license, Evommune agreed to pay a non-refundable $20.0 million upfront and issue a wholly owned Hinova subsidiary pre-funded warrants for up to 1,262,413 shares at $0.001 per share, representing $10.0 million based on average closing prices over the 45 consecutive trading days before the agreement. Hinova may receive up to $150.0 million in development and regulatory milestones, up to $920.0 million in commercial milestones, and tiered royalties on future net sales.
Evommune also agreed to sell 4,966,889 common shares at $6.04 each in a private placement expected to close on or about November 6, 2026, subject to customary conditions, for estimated gross proceeds of approximately $30.0 million before expenses; net proceeds are intended for clinical development and general corporate purposes. A preliminary estimate combining cash, cash equivalents and investments as of September 30, 2026 with gross placement proceeds before placement-agent fees puts post-closing resources at $292.3 million, sufficient to fund operating expenses and capital expenditures into the second half of 2029; the estimate is unaudited.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.$292.3 million estimated post-closing cash and investments are expected to fund operations into the second half of 2029.
Negative
- None.
Filing Explained
Evommune issued Hinova immediately exercisable pre-funded warrants for up to 1,262,413 shares at
8-K Event Classification
Key Figures
Key Terms
pre-funded warrants financial
beneficial ownership limitation financial
tiered royalty payments financial
molecular glue degrader technical
Regulation S regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the payments and milestones in EVMN’s EVO570 license?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Hinova Pharmaceuticals Inc. License Transaction
License Agreement
On November 4, 2026, Evommune, Inc. (the “Company”) entered into an Exclusive License Agreement (the “License Agreement”) with Hinova Pharmaceuticals Inc., a company incorporated in the People’s Republic of China (“Hinova”). Pursuant to the License Agreement and subject to certain rights retained by Hinova, Hinova granted the Company the exclusive and sublicensable rights to develop, manufacture, commercialize and otherwise exploit Hinova’s Vav Guanine Nucleotide Exchange Factor 1 (“VAV1”) degraders, including the molecular glue degrader EVO570 (formerly HC118 and known as HB570 in Greater China) (collectively, the “Compound”), for all human and animal indications throughout the world, excluding mainland China, Hong Kong, Macau and Taiwan (“Greater China”). Hinova retained all rights to the Compound in Greater China.
As consideration for the rights granted to the Company by Hinova, the Company agreed to make a one-time, non-refundable upfront cash payment to Hinova of $20.0 million and to issue to a wholly owned subsidiary of Hinova pre-funded warrants (the “Warrants”) to purchase up to 1,262,413 shares of the Company’s common stock, representing $10.0 million of common stock based on the average closing price of the Company’s common stock for the 45 consecutive trading days immediately preceding the date of the License Agreement, at an exercise price of $0.001 per share. Hinova is also eligible to receive up to $150.0 million contingent upon the achievement of specified development and regulatory milestone events, and up to $920.0 million contingent upon the achievement of specified commercial milestone events, as well as tiered royalty payments (at percentages ranging from the mid single-digits to the low double-digits, subject to customary reductions) on future net sales of products containing the Compound.
Under the License Agreement, royalty payments will be payable on a product-by-product and country-by-country basis during the period commencing on the first commercial sale and continuing until the latest of: (a) the expiration of the last valid claim of the licensed patents covering such product in such country; (b) the expiration of regulatory exclusivity for such product in such country; and (c) the 10-year anniversary of the first commercial sale of such product in such country (the “Royalty Term”).
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
Warrants to Hinova
Pursuant to the terms of the License Agreement, the Company issued to Hinova pre-funded warrants to purchase up to 1,262,413 shares of the Company’s common stock, $0.0001 par value per share (the “Warrant Shares” and together with the Warrants, the “Licensing Securities”).
The Warrants have an initial exercise price per share of $0.001, subject to certain adjustments. The Warrants are exercisable immediately and may be exercised at any time until the earlier of: (a) 5:00 p.m. Pacific time, on November 4, 2036; or (b) upon the consummation of (i) the voluntary liquidation, dissolution, or winding up of the Company or (ii) a Change of Control (as defined in the Warrants), as applicable. Under the terms of the Warrants, the number of Warrant Shares exercisable are subject to a beneficial ownership limitation of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of the Warrant Shares, with the Company having ability to, in its sole discretion, (i) settle any amounts greater than this beneficial ownership limitation in cash as additional payment under the Licensing Agreement or (2) waive such beneficial ownership limitation. In addition, the holder of the Warrants may at any time request the Company to make a cash payment to Hinova in lieu of issuing all or any portion of the Warrant Shares as an additional monetary payment under the License Agreement, in an amount equal to the number of Warrant Shares settled multiplied by 90% of the average closing price of the Company’s common stock for the 45 consecutive trading days immediately preceding the date of such notice.
The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrants, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Private Placement
On November 4, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investors an aggregate of 4,966,889 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Each Share was offered and sold at a purchase price of $6.04 before deducting placement agent fees and commissions.
1
The Private Placement is expected to close on or about November 6, 2026, subject to the satisfaction of customary closing conditions. The Company estimates that the gross proceeds to the Company from the Private Placement will be approximately $30.0 million, before deducting any transaction-related expenses. The Company intends to use the net proceeds from the Private Placement to advance its clinical development programs and for general corporate purposes.
Morgan Stanley & Co. LLC and Leerink Partners LLC acted as placement agents for the Private Placement. Oppenheimer & Co. Inc. acted as capital markets advisor for the private placement. The Company has agreed to pay the placement agents customary placement fees in their capacity as placement agents for the sale of the Shares to the Investors.
In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated November 4, 2026 (the “Registration Rights Agreement”), with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (the “Registration Statement”) to register for resale of the Shares within 60 days of the closing date of the Private Placement and to use its reasonable best efforts to have the Registration Statement declared effective as soon as possible, but no later than 90 days after the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and the form of Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 above regarding the Private Placement and the Warrants are incorporated into this Item 3.02.
Based in part upon the representations of Hinova in the Licensing Agreement and the Warrants, the offering and sale of the Licensing Securities will be exempt from registration under Rule 903 of Regulation S promulgated under the Securities Act. The Licensing Securities have not been registered under the Securities Act or any state securities laws, and the Licensing Securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Licensing Securities did not involve a public offering and was made without general solicitation. The Licensor represented that it is a “non-U.S. person” as defined under Regulation S, that it is not acquiring the Licensing Securities for the account or benefit of a “U.S. person” and that it is acquiring the Licensing Securities for investment purposes only and not with a view to any resale, distribution or other disposition of the Licensing Securities in violation of the United States federal securities laws.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors has provided representations appropriate for a private placement of securities. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On November 4, 2026, the Company issued a press release announcing the License Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On November 4, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On November 4, 2026, the Company made available a presentation to be used in meetings with investors on the Company’s website. A copy of the presentation is attached hereto as Exhibit 99.3 and incorporated herein by reference.
2
The information furnished under this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
Based upon preliminary estimates and information available to the Company, it estimates that the gross proceeds from the Private Placement before deducting placement agent fees and commissions, together with its cash, cash equivalents, and investments as of September 30, 2026, will be approximately $292.3 million following the closing of the Private Placement, and will be sufficient to fund the Company’s operating expenses and capital expenditure requirements into the second half of 2029. This amount has not been audited, reviewed, or compiled by the Company’s independent registered public accounting firm. The Company’s actual cash, cash equivalents and investments as of September 30, 2026 may differ from this amount after it completes its comprehensive accounting procedures for the quarter ended September 30, 2026, and any such differences may be material.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management's expectations as of the date hereof, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to potential milestone payments by the Company as well as royalty payments on net sales; implied or express statements regarding the aggregate amount of proceeds to be received from the Private Placement, the closing of the Private Placement and the anticipated use of proceeds from the Private Placement, and the Company’s cash, cash equivalents, and investments as of September 30, 2026. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the factors that are described under the caption “Risk Factors” in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026, as supplemented by the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026, and its subsequent filings with the SEC. The forward-looking statements herein are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
4.1 |
|
Form of Warrant |
10.1 |
|
Form of Securities Purchase Agreement. |
10.2 |
|
Form of Registration Rights Agreement. |
99.1 |
|
Press Release, dated November 4, 2026. |
99.2 |
|
Press Release, dated November 4, 2026. |
99.3 |
|
Presentation, dated November 4, 2026. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
Evommune, Inc. |
|
|
|
|
|
Date: November 4, 2026 |
|
By: |
/s/ Luis Peña |
|
|
|
Luis Peña |
|
|
|
President and Chief Executive Officer |
4
Exhibit 99.1
Evommune Enters into Agreement to In-License EVO570, a Potential Best-in-Class Oral VAV1 Molecular Glue Degrader, from Hinova Pharmaceuticals
PALO ALTO, Calif., NEW YORK, and CHENGDU, China, November 4, 2026 – Evommune, Inc. (NYSE: EVMN) (the “Company” or “Evommune”), a clinical-stage biotechnology company developing therapies for chronic inflammatory diseases, and Hinova Pharmaceuticals Inc. (SSE: 688302) today announced an exclusive license agreement granting Evommune worldwide rights outside of Greater China to develop, manufacture and commercialize EVO570 (formerly HC118 and known as HP570 in Greater China), an oral VAV1-directed molecular glue degrader (MGD).
VAV1 is a signaling protein that prominently drives T- and B-cell activation across a wide range of chronic inflammatory diseases. EVO570, discovered by Hinova, is an investigational oral MGD designed to selectively eliminate VAV1, quieting the immune activity underlying many autoimmune diseases. Unlike JAK enzymes, which are broadly expressed across many tissues and organs, VAV1 is largely restricted to immune cells, a core rationale for its potential to offer a much-needed, favorable safety and tolerability profile. In preclinical studies, EVO570 has demonstrated promising activity in animal models of multiple immune-mediated conditions and greater potency in human immune cells than competitor VAV1 degraders. Investigational New Drug (IND) applications have been submitted in China and accepted in the United States, and a Phase 1 trial evaluating safety, pharmacokinetics and target engagement/pharmacodynamics is on track to begin imminently.
“VAV1 is a compelling target in immunology today, offering a potential path to JAK-like efficacy without the safety and tolerability challenges of other available therapies,” said Dr. Jeegar Patel, Chief Scientific Officer of Evommune. “With a differentiated scaffold and structure-guided optimization resulting in sub-nanomolar potency, high selectivity and a profile supporting once-daily oral dosing, EVO570 has the potential to be a best-in-class approach for patients with rheumatoid arthritis and other T- and B-cell-driven autoimmune diseases. We look forward to reporting Phase 1 results and plan to advance it into its first Phase 2 trial in rheumatoid arthritis in 2027.”
“Adding this development-stage program is a strategic step for Evommune, expanding our pipeline into T- and B-cell-driven autoimmune diseases with a differentiated oral degrader that complements our existing pipeline,” said Greg Moss, Chief Business and Legal Officer of Evommune. “We have been impressed by Hinova’s innovative drug discovery and execution capabilities, and we are pleased to partner with a team that shares our commitment to developing differentiated therapies for patients. With this transaction, we are adding a novel therapeutic candidate with wide-ranging potential, while maintaining a disciplined portfolio management approach, and continuing to position Evommune to create meaningful long-term value for patients with chronic inflammatory diseases and for our stockholders.”
“We are proud to partner with Evommune, a leading immunology company with a proven track record of advancing differentiated therapies for chronic inflammatory diseases,” said Dr. Yuanwei Chen, Founder and Chairman of Hinova. “EVO570’s advancement reflects the strength of Hinova’s targeted protein degrader and translational medicine platforms, and we believe Evommune’s development expertise and global reach make it the ideal collaborator to bring this potential best-in-class VAV1 degrader to patients worldwide.”
Terms of the agreement
As consideration for the license, Evommune will pay Hinova $30 million upfront, consisting of $20 million in cash and $10 million in the form of pre-funded warrants to purchase Evommune common stock. Hinova is eligible to receive up to approximately $1.1 billion in development, regulatory and commercial milestones, as well as tiered royalties on net sales outside Greater China. BFC Group served as exclusive financial advisor and Fangda Partners served as exclusive legal advisor to Hinova.
About VAV1 and EVO570
VAV1 is a guanine nucleotide exchange factor largely restricted to immune cells that transmits signals from the T-cell and B-cell receptors to drive activation, cytokine production and migration. EVO570 is an orally administered MGD that directs VAV1 to the cell’s protein-disposal machinery for degradation. EVO570 is an investigational drug candidate and has not yet been approved by any regulatory authority.
About Evommune
Evommune, Inc. is a clinical-stage biotechnology company developing innovative therapies that target key drivers of chronic inflammatory diseases. The Company’s mission is to improve patients’ daily lives and prevent the long-term effects of uncontrolled inflammation that are a consequence of the limitations of existing therapies. To achieve this, Evommune is advancing a portfolio of differentiated product candidates that target key drivers of chronic inflammation. For more information, please visit www.evommune.com and follow us on LinkedIn.
About Hinova
Hinova Pharmaceuticals Inc. (SSE: 688302), headquartered in Chengdu, China, is an international, clinical-stage biopharmaceutical company focused on discovering, developing, manufacturing and commercializing innovative therapies for treating cancer, autoimmune diseases and metabolic diseases. Hinova has one product that has been approved in China for prostate cancer. The company’s pipeline includes multiple investigational drugs, including traditional small molecules, deuterated drug, PROTAC degraders, molecular glue degrader, targeting a variety of cancer types, autoimmune diseases and metabolic disorders, all aimed at addressing significant unmet medical needs and improving patient outcomes.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements.” These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding: the potential therapeutic benefit and best-in-class potential of EVO570, including the safety and tolerability profile of EVO570; the anticipated benefits of the license agreement with Hinova, including Evommune’s expectations regarding its worldwide rights (outside of Greater China) to develop, manufacture and commercialize EVO570; the design, objectives, initiation, timing and progress of the planned Phase 1 trial and the planned global Phase 2 trial of EVO570 in rheumatoid arthritis expected to begin in 2027; the timing and amount of upfront, milestone and royalty payments payable to Hinova under the license agreement, and Evommune’s ability to achieve the development, regulatory and commercial milestones that would trigger such payments; the Company’s ability to create meaningful long-term value for patients with chronic inflammatory diseases and for its stockholders; and the Company’s business strategies, plans and prospect and continued advancement of the Company’s portfolio. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties that could cause the Company’s clinical development programs, future results or performance to differ materially from those expressed or implied by the forward-looking statements. Many factors may cause differences between current expectations and actual results, including: the Company’s
limited operating history and historical losses; the potential that success in preclinical testing and earlier clinical trials does not ensure that later clinical trials will generate the same results or otherwise provide adequate data to demonstrate the efficacy and safety of a product candidate; the Company’s ability to obtain regulatory approval of and successfully commercialize its product candidates, including EVO570; the impacts of macroeconomic conditions, including heightened inflation and uncertain credit and financial markets, on the Company’s business, clinical trials and financial position; unexpected safety or efficacy data observed during preclinical studies or clinical trials; clinical trial site activation or enrollment rates that are lower than expected; the Company’s ability to realize the anticipated benefits of the license agreement with Hinova and its other collaborations and license agreements, and to achieve the milestones and make the related payments contemplated by such agreements; changes in expected or existing competition; changes in the regulatory environment, including with respect to products licensed from and regulatory applications pending in China; the Company’s ability to obtain, maintain and protect its intellectual property; and unexpected litigation or other disputes. Other factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, filed with the SEC on March 5, 2026, as supplemented by the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026, and in other filings that the Company makes and will make with the SEC in the future. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Contacts
Evommune Media and Investors: Megan Humphreys, megan.humphreys@evommune.com
Hinova: Investor Relations: ir@hinovapharma.com
Exhibit 99.2
Evommune Announces $30 Million Private Placement
Palo Alto, CA., and New York, NY., November 4, 2026 – Evommune, Inc. (“Evommune” or the “Company”) (NYSE: EVMN), a clinical-stage biotechnology company developing innovative therapies that target key drivers of chronic inflammatory diseases, today announced that it has entered into a securities purchase agreement to sell 4,966,889 shares of its common stock to a select group of dedicated healthcare institutional investors in a private placement. The purchase price of each share of common stock is $6.04. Evommune anticipates the gross proceeds from the private placement to be approximately $30 million, before deducting any transaction-related expenses. The private placement is expected to close on or about November 6, 2026, subject to the satisfaction of customary closing conditions.
The financing includes participation from both new and existing institutional investors, including Adage Capital Partners, L.P., Balyasny Asset Management, Defilade Capital Management, OrbiMed, Squadron Capital Management and other fundamental healthcare dedicated funds.
Morgan Stanley & Co. LLC and Leerink Partners LLC acted as placement agents for the private placement. Oppenheimer & Co. Inc. acted as capital markets advisor for the private placement.
Evommune intends to use the net proceeds from the private placement to advance its clinical development programs, including EVO570, its newly in-licensed oral VAV1-directed molecular glue degrader, and for general corporate purposes.
The offer and sale of the securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with entering into the securities purchase agreement, Evommune and the investors entered into a registration rights agreement pursuant to which Evommune has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Evommune, Inc.
Evommune, Inc., is a clinical-stage biotechnology company developing innovative therapies that target key drivers of chronic inflammatory diseases. The Company’s mission is to improve patients’ daily lives and prevent the long-term effects of uncontrolled inflammation that are a consequence of the limitations of existing therapies. To achieve this, Evommune is advancing a portfolio of differentiated product candidates that target key drivers of chronic inflammation.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements.” These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements concerning expected proceeds from the private placement, expected use of proceeds, and expected closing of the private placement. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties that could cause the Company’s clinical development programs, future results or performance to differ materially from those expressed or implied by the forward-looking statements. Many factors may cause differences between current expectations and actual results, including: the Company’s limited operating history and historical losses; the potential that success in preclinical testing and earlier clinical trials does not ensure that later clinical trials will generate the same results or otherwise provide adequate data to demonstrate the efficacy and safety of a product candidate; the Company’s ability to obtain regulatory approval of and successfully commercialize its product candidates; the impacts of macroeconomic conditions, including heightened inflation and uncertain credit and financial markets, on the Company’s business, clinical trials and financial position; unexpected safety or efficacy data observed during preclinical studies or clinical trials; clinical trial site activation or enrollment rates that are lower than expected; the Company’s ability to realize the benefits of its collaborations and license agreements; changes in expected or existing competition; changes in the regulatory environment; the Company’s ability to obtain, maintain and protect its intellectual property; and unexpected litigation or other disputes. Other factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2026, and in other filings that the Company makes and will make with the SEC in the future. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Contacts:
Investors and Media:
Megan Humphreys
megan.humphreys@evommune.com
EVO570: Potential Best-in-Class VAV1 Molecular Glue Degrader JAK-like efficacy with improved safety could position VAV1 to compete broadly in established JAK markets and beyond © Evommune, Inc.
Disclaimers This presentation has been prepared by Evommune, Inc. (“we”, “us” or “our”) and contains forward-looking statements, including: statements about our expectations regarding EVO570, which include the potential results, design, objectives, initiation, timing and progress of current and future preclinical studies, clinical trials and programs, and the market potential and future commercialization of EVO570. These statements involve substantial known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. These and other risks are described more fully in our Annual Report on Form 10-K for the year ended December 31, 2025, and our other filings with the Securities and Exchange Commission (the “SEC”) and our other documents subsequently filed with or furnished to the SEC. All forward-looking statements represent our views as of the date of this presentation. All forward-looking statements contained in this presentation speak only as of the date on which they were made. Except to the extent required by law, we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. This presentation also contains estimates made by independent parties relating to industry market size and other data. These estimates involve a number of assumptions and limitations, and you are cautioned not to give undue weight on such estimates. We have not independently verified the accuracy or completeness of such information and we do not take any responsibility with the accuracy or completeness of such information. Any trademarks included in this presentation are the property of the owners thereof and are used for reference purposes only. © Evommune, Inc.
Advancing Multiple Programs Toward Clinical Proof-of-Concept Program/Target Indication Preclinical Phase 1 Phase 2 Phase 3 EVO301 IL-18BP Atopic Dermatitis Ulcerative Colitis Other Indications1 EVO756 MRGPRX2 Migraine EVO570 VAV1 MGD Rheumatoid Arthritis EVO646 TLR 7/8 Antagonist Autoimmune Diseases EVO570 Extends Our Pipeline in Oral Autoimmune Therapy © Evommune, Inc. 1. Other indications may include Crohn’s disease (CD), certain cardiovascular inflammatory conditions and other additional indications where IL-18 pathway dysregulation drives disease. Phase 2b Data Anticipated 2H 2028 Phase 2 Trial Initiation 1H 2027 Phase 2b Topline Anticipated 2H 2027 POC Achieved; Translational Evaluation in Progress Phase 1 HV Data Late 2027 Phase 1 HV Data Mid-2027 NEW
EVO570* Opportunity Executive Summary © Evommune, Inc. Why VAV1 JAK-like potential without the liabilities Genetic data supports key role in inflammation Broad I&I potential across autoimmune indications Emerging target; ideal timing for Evommune Immune-cell restricted; drives T- and B-cell receptor signaling Why RA First-in-Indication Potential Provides beachhead into other I&I KOLs support VAV1 biology and opportunity RA reads through to many T & B cell indications Compelling TPP; oral, novel MOA and differentiated profile Well-tolerated; potential for meaningful efficacy Why EVO570 Differentiated Potency ~20× more potent than MRT‑6160 (sub-nM DC50) Chosen from 11 programs in parallel diligence Distinct scaffold; own composition-of-matter IP and FTO Near the clinic; Phase 1 data expected by mid-2027 EVO570: A Differentiated VAV1 Program with a Defined Path to RA Proof of Concept *EVO570 previously known as HC118
VAV1 Landscape: EVO570 Potential First-in-Class Novartis Part A topline could validate the class as early as Q4 2027–Q1 2028 © Evommune, Inc. Sources: Partner 8-K/press releases (Aug & Sep 2026); ClinicalTrials.gov NCT07737743, NCT07801495; InnoCare press releases (Feb & Mar 2026); BioWorld (Jun 2026, Haisco patents). Novartis Ph2 and Part A readout timing are Evommune estimates. *Trial initiation dependent on Phase 1 data and other factors Novartis MRT-6160 (DDY391) PHASE 2 >90% VAV1 degradation in Ph1 healthy volunteers; well tolerated (n=70) 2 Ph2a/b studies (Sjögren's, PsA); more Ph2 starts expected $200M Novartis deal ($150M upfront + $50M Ph2 start) 2024 2025 2026 2027 2028 2029 Ph1 SAD/MAD (HV, US) Ph2a/b Sjögren's (n=344) Ph2a/b PsA (n=220) Additional Ph2s EVO570 EVO570 additional Ph2s* Additional Indications Data Mar '25 Novartis-led ~Q1 2029 Novartis-led ~Q4 2028 Expected 2026+ starts Ph1 US Ph2 RA 12-15 months to data Today ★ Data readout (EVMN est.) Implications for EVO570 Class validation: Novartis Part A topline (possible Q4 2027–Q1 2028) could validate the class ~1 year before EVO570 RA data (Q4 2028) Distinct path: RA, first to initiate Ph2 program Phase 1 Competitors (China) InnoCare ICP-538 Status: Ph1 in HV, China only (dosed Mar '26) Indications: IBD, SLE, MS Next: HV data guided Q3 2026 Development: China only; no US IND disclosed Haisco HSK56630 Status: Ph1, China; little public disclosure Indications: RA, MS, IBD (per patents) Next: no timelines disclosed Development: China only; no US plans disclosed ☆ Possible Part A topline (~Q4 2027–Q1 2028)
Transaction Overview © Evommune, Inc. Non-binding term sheet signed 9/10/26; Company runway into 2H 2029 Deal Structure (Ex-Greater China Rights to EVO570) VAV1 and Initial Development Upfront: $20M cash and $10M in warrants exercisable for Evommune stock, issued at signing Royalties: mid-single to low-double digit %, tiered on net sales Milestones: modest aggregate development, regulatory and sales milestones, in line with market terms $20M: VAV1 upfront $10M: Ph2 start milestone (Hinova completing Ph1) Key comparable: Novartis VAV1 MGD (Ph1, 2024) $150M upfront + $2.1B milestones; $50M Ph2 milestone triggered Sep 2026
VAV1 Overview © Evommune, Inc.
BCR CD19 TCR CD28 VAV1 Rac1 Rac1 GTP GDP GTP VAV1: An Immune-Cell-Specific Guanine Nucleotide Exchange Factor © Evommune, Inc. T-Cells B-Cells In the Context of I&I Diseases Cytotoxic T-cells can lead to tissue destruction Production of pro-inflammatory cytokines, such as IL-4, IL-17, and TNF⍺ Provide help to B-cells for auto-antibody production In the Context of I&I Diseases Production of auto-antibodies driving autoimmune disease Act as antigen-presenting cells, activating self-reactive T-cells Also produce pro-inflammatory cytokines, including IL-6 and TNF⍺ Cell Migration Immunological Synapse Formation Immune Cell Activation Cytokine Production
Biology Points to VAV1 as an Inflammation Driver © Evommune, Inc. Betzler et al., Front Cell Dev Biol 2022; Turner et al., Nat Rev Immunol 2002; Bachman et al., J Immunol 1999; Fischer et al., Curr Biol 1998; Schmidt et al., Science 2022 VAV1-/- mice are viable and fertile, with loss-of-function T- and B-cell phenotypes Multiple CRISPR screens identify VAV1 as a key player in primary human T-cell function IL-2 and IFN-gamma CRISPRi screen in primary human T cells T cells: impaired proliferation and cytokine production B cells: impaired proliferation and immunoglobulin production T–B interaction: impaired T-cell–dependent B-cell response
Opportunity to Address a Wide Range of Complex Autoimmune Indications Through Clinically Validated Pathways © Evommune, Inc. Immunological outcome Approved drugs validating the pathway T-cell activation B-cell activation and antibody production Th17 response Pro-inflammatory cytokine production
VAV1 Biology Overlaps with Approved I&I Drug Mechanisms Seven drug classes span nine indications; VAV1 has direct evidence in each © Evommune, Inc. VAV1 row: direct evidence only (blank = none); Ph2a/b = trial underway / posted, no efficacy data. Source: Evaluate Pharma. T-cell mediated T/B-cell mediated Drug class Example drugs Psoriasis UC Crohn’s PsA RA MS MG SLE Sjögren’s Route TNF Humira, Enbrel Inj. IL-17A Taltz, Cosentyx Inj. IL-6 Actemra, Kevzara Inj. FcRn Vyvgart Inj. CD20 Ocrevus, Rituxan Inj. JAK Rinvoq, Xeljanz, Olumiant Oral TYK2 Sotyktu Oral VAV1 Direct evidence Genetics; expression Colitis model Colitis model Ph2a/b posted Arthritis model; genetics EAE model; genetics Genetics Lupus model; patient cells Lupus model; patient cells; Ph2a/b Oral Approved in indication Investigational
EVO570 Meets or Exceeds MRT-6160 and Standard of Care Across All Tested Disease Models © Evommune, Inc. Multiple Sclerosis (MS) Rheumatoid Arthritis (RA) Inflammatory Bowel Disease (IBD) EVO570 previously known as HC118
VAV1: JAK-Like with a More Selective Profile © Evommune, Inc. VAV1 JAK1 JAK2 JAK3 TYK2 T-cell depletion B-cell depletion (Rituximab) Expression is limited to immune cells Modulates T-cell function Modulates B-cell function Phenotype of KO mouse N/A N/A Modulates cytokine production Immune cell chemotaxis Safety Key Strong yes Yes Somewhat Mostly no No
EVO570 Evommune’s VAV1 MGD © Evommune, Inc.
EVO570 Meets Key Development Candidate Criteria © Evommune, Inc. Selection Criterion Typical Preclinical DC Expectation EVO570 Result Verdict Novelty / IP Novel composition of matter, FTO De novo scaffold; Patent published, LOE 2045 + PTE ✓ Target potency (DC50 / Dmax) Low-nM DC50, Dmax >80% 0.3 nM DC50, 99% Dmax ✓ Cellular functional activity Sub-µM in primary immune cells 0.03–0.14 nM (T / B cells) ✓ Selectivity / neo-substrates No off-target degradation No off-Target Degradation: No Degradation of VAV3, GSPT1, IKZF, SALL4 ✓ In vivo efficacy Efficacy in ≥1 disease model CIA, EAE, IBD at 0.01–0.1 mpk ✓ Oral PK / bioavailability Oral F >30%, good exposure F >80% across 4 species ✓ Metabolic stability Stable; no human-unique metabolite T½ >120 min; none detected ✓ CYP Drug–drug interaction (DDI) Weak / no CYP inhibition CYP IC50 >10 µM (6.1 µM, 2C9) ✓ In vitro safety Clean hERG; clean off-target panel hERG >15 µM; Ames neg; CEREP panel clean ✓ Therapeutic window ≥10× (ideally >100×) >1,000× ✓
EVO570 vs. MRT-6160: Preclinical Head-to-Head Properties Demonstrate Potential Superior Best-in-Class Profile © Evommune, Inc. Property MRT-6160 (Novartis) EVO570 EVO570 Advantage VAV1 DC50 (HiBiT, Jurkat) 7 nM 0.3 nM ~20× more potent Max degradation (Dmax) 97% 99% Deeper knockdown CRBN binding IC50 1.4 µM 0.145 µM ~10× higher affinity Ternary complex EC50 11 nM 2.7 nM ~4× stronger T-cell IL-2 IC50 0.98 nM 0.08 nM ~12× more potent B-cell IL-6 IC50 0.6 nM 0.06 nM ~10× more potent Lymphoma REC-1 / LY10 IC50 18 / 19 nM 3 / 0.6 nM ~6–30× more potent Durability of degradation — >85% at 7 days QW-dosing potential Selectivity / neo-substrates Clean Clean Comparable Safety window ~600–1,000× >1,000× Comparable / better Clean selectivity and safety profile with ~20× greater degradation potency and low dosing expectations
Development Plan © Evommune, Inc.
Over Half of RA Patients Are Not in Remission, with No New Mechanism in 10+ Years © Evommune, Inc. csDMARD: conventional synthetic DMARD (methotrexate, leflunomide, sulfasalazine); bDMARD: biologic DMARD (TNF, IL-6); tsDMARD: targeted synthetic DMARD (JAK); HCQ: hydroxychloroquine; SSZ: sulfasalazine Where VAV1 fits Conventional Therapies 1st line advanced therapy 2nd line advanced therapy csDMARDs Methotrexate (MTX) Add biologic or JAK Typically TNF Switch biologic or JAK Typically JAK EVO570 Entry Point: TNF-IR patients Efficacy gaps Waning efficacy of anti-TNFs over time >50% of patients still not in disease remission Patient segments Large TNF-refractory population with few options Patients intolerant to current therapies Delivery and experience No convenient, well-tolerated oral option Need for a more patient-friendly route of administration EVO570 Expansion Opportunity: MTX-IR patients
Development Strategy Leads with RA RA opens a path to 12 VAV1 indications © Evommune, Inc. Why RA first 1 Mechanistic fit RA is driven by T and B cells; VAV1 signals downstream of both receptors 2 Fast proof of concept 12-week placebo-controlled study in MTX-IR patients pairs clinical endpoints with target engagement 3 Established pathway Standard endpoints and regulatory precedent speed dose selection 4 First- and best-in-class potential Other VAV1 programs target other indications; RA dose, PD and safety data guide expansion VAV1 opportunity spans 12 prioritized indications Lead PoC Rheumatoid Arthritis EVO570 · Ph2 planned 2027 Expansion IBD SLE MS MG Systemic sclerosis PsA Sjögren’s Life cycle Dermatomyositis Psoriasis HS AS EVO570 lead program External VAV1 trials ongoing Addressable Development sequence 1 Phase 1 Safety, PK/PD; exploring Ph1b RA patient cohort 2 RA Ph2 Establish dose and clinical activity 3 Expand Prioritize with human data and class readouts
PART A: SAD Dosing 8 Cohorts: Oral dose of EVO570 or pbo (10 per group, 8:2) Proposed China Phase 1 Trial Design Will support global Phase 2 program to begin 2027 © Evommune, Inc. Cohort A1 (0.1 mg) Cohort A8 Cohort A4 Cohort A3 Cohort A2 Cohort B1 Cohort B3 Cohort B2 PART B: MAD Dosing 4 Cohorts: Oral doses of EVO570 or pbo for 7 days (12 per group, 10:2) Phase 1 FIH Randomized, Double-Blind, Placebo-Controlled Study in HV (SAD, MAD, and Food Effect) N = ~146 Cohort A7 Cohort A5 Cohort A6 Cohort B4 PART C: Food Effect Oral dose of EVO570 in two-way crossover design (18 total, one dose fasted, one dose fed conditions) Endpoints China/US IND submission: Sep/Oct 2026 Phase 1 start: ~Late Jan 2027 Phase 1 data: ~Mid-2027 Phase 1b: exploring a patient cohort for early proof of concept Projected timeline Primary Safety and tolerability of single and multiple oral doses, and food effect Secondary PK and PD: VAV1 degradation in T and B cells; ex vivo response to TCR and BCR stimulation (CD69, IL-2, IL-17A, IFNγ, IL-6) Adaptive design Safety Review Committee can adjust SAD and MAD doses based on prior cohorts