LPAAU 8-K
Launch One Acquisition Corp. (LPAA)
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
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC |
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).
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Item 7.01 Regulation FD Disclosure.
On June 25, 2025, Launch One Acquisition Corp., a Cayman Islands exempted company (“Launch One” or “SPAC”) issued a joint press release with Minovia Therapeutics Ltd., an Israeli company limited by shares (the “Company” or “Minovia”), announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”), dated June 25, 2025, among Launch One, Minovia, Mito US One Ltd., a newly-formed Israeli company limited by shares (“Pubco”), and certain other parties named therein.
Pursuant to the Business Combination Agreement (a) a newly-formed Israeli company limited by shares that is a subsidiary of Pubco will merge with and into the Company, with the Company continuing as the surviving company (the “Company Merger”), and in connection therewith and upon the effective time of the Company Merger (i) the shares of the Company issued and outstanding immediately prior to the effective time of the Company Merger will be cancelled in exchange for newly issued Pubco ordinary shares, (ii) outstanding in-the-money Company options will automatically vest and be cancelled in exchange for newly issued Pubco ordinary shares, (iii) outstanding Simple Agreement for Future Equity (SAFE) agreements of the Company will automatically be cancelled in exchange for newly issued Pubco ordinary shares, and (iv) all other Company convertible securities that have not been cancelled or converted prior to the effective time of the Company Merger will be terminated; (b) immediately after the consummation of the Company Merger, a to-be-formed Cayman Islands company limited by shares will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger” and, together with the Company Merger, the “Mergers”), and in connection therewith each issued and outstanding security of SPAC immediately prior to the effective time of the SPAC Merger shall no longer be outstanding and shall automatically be cancelled, and the holders thereof shall receive a substantially equivalent security of Pubco; and (c) as a result of such Mergers, SPAC and the Company each shall become wholly-owned subsidiaries of Pubco, and Pubco shall become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law.
Pursuant to the Business Combination Agreement, Company equity holders (including holders of in-the-money options and SAFEs) will receive an amount of newly issued Pubco ordinary shares worth $180 million plus the amount of any financing made directly into the Company prior to the Closing, with each such Pubco ordinary share valued at the price per share paid to the SPAC’s public shareholders that redeem their SPAC shares in connection with the consummation of the Business Combination (the “Redemption Price”). In addition, Company equity holders will be eligible after the closing of the Business Combination to potentially receive additional Pubco ordinary shares worth $57.5 million in the aggregate (with each such Pubco ordinary share valued at the Redemption Price) as an earnout if a certain share price target or development milestone is met.
A copy of the press release relating to Launch One’s entry into the Business Combination Agreement is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the business combination presentation (the “Presentation”) that will be used to discuss the transaction contemplated by the Business Combination Agreement.
The information in this Item 7.01, including each of Exhibits 99.1 and 99.2, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Additional Information and Where to Find It
This Current Report on Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business Combination”) among Launch One, Pubco and the Company. Launch One intends to file an additional current report on Form 8-K on or before July 1, 2025, regarding the entry into the Business Combination Agreement.
In connection with the Proposed Business Combination, Pubco intends to file a registration statement on Form F-4 with the Securities and Exchange Commission (the “SEC”), which will include a proxy statement to Launch One shareholders and a prospectus for the registration of Pubco securities in connection with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Launch One as of the record date in the future to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Launch One and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Launch One, Pubco, Minovia, and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland CA, 94612, Attn: Jurgen van de Vyver, Chief Financial Officer. The information contained on, or that may be accessed through, the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF LAUNCH ONE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Participants in the Solicitation
Launch One, Pubco, and the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Launch One’s shareholders in connection with the Proposed Business Combination. Launch One’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Launch One in Launch One’s Form 10-K, as amended, filed with the SEC on March 26, 2025, or its Form 10-Q, filed with the SEC on May 15, 2025. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Launch One’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement that Launch One intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements about future events or Launch One’s or Minovia’s future financial or operating performance. For example, statements regarding the development and therapeutic benefits of Minovia’s Mitochondrial Augmentation Technology (“MAT”), the Proposed Business Combination, and the anticipated timing of the completion of the Proposed Business Combination are forward-looking statements. In some but not all cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology.
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These forward-looking statements regarding future events and the future results of Launch One and Minovia are based on current expectations, estimates, forecasts, and projections about the development of MAT, the industry in which Minovia operates, as well as the beliefs and assumptions of Launch One’s management and Minovia’s management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Launch One relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Launch One; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Launch One’s or Minovia’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, Minovia’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and Launch One and Minovia therefore caution against relying on any of these forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Launch One and its management, Minovia and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond Launch One’s or Minovia’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Proposed Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Launch One, Minovia, or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Proposed Business Combination due to the failure to obtain consents and approvals of the shareholders of Launch One, to obtain financing to complete the Proposed Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Business Combination; (v) projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, and the estimated implied enterprise value of Minovia; (vi) Minovia’s ability to scale and grow its business, and the advantages and expected growth of Minovia; (vii) Minovia’s ability to source and retain talent, the cash position of Minovia following closing of the Proposed Business Combination; (viii) the ability to meet stock exchange listing standards in connection with, and following, the consummation of the Proposed Business Combination; (ix) the risk that the Proposed Business Combination disrupts current plans and operations of Minovia as a result of the announcement and consummation of the Proposed Business Combination; (x) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Minovia to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (xi) costs related to the Proposed Business Combination; (xii) changes in applicable laws, regulations, political and economic developments; (xiii) the possibility that Minovia may be adversely affected by other economic, business and/or competitive factors; (xiv) Minovia’s estimates of expenses and profitability; (xv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments; and (xvi) other risks and uncertainties set forth in the filings by Launch One with the SEC. There may be additional risks that neither Launch One nor Minovia presently know or that Launch One and Minovia currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Launch One or Minovia speak only as of the date they are made. None of Launch One or Minovia undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 25, 2025 | |
| 99.2 | Presentation, dated June 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
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SIGNATURE
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.
| LAUNCH ONE ACQUISITION CORP. | ||
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
| Dated: June 25, 2025 | ||
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Exhibit 99.1
Minovia Therapeutics Ltd. and Launch One Acquisition Corp. Announce Proposed Business Combination to Create Nasdaq-Listed Mitochondrial Therapy Company in $1 Trillion+ Mitochondrial and Longevity Markets
Minovia’s mitochondrial augmentation technology (MAT) targets multi-organ clinical benefits; lead program MNV-201 has both FDA Fast Track Designation and Rare Pediatric Disease designation and is preparing for its first pivotal clinical trial
HAIFA, ISRAEL, and GEORGE TOWN, CAYMAN ISLANDS – June 25, 2025 – Minovia Therapeutics Ltd. (“Minovia” or the “Company”), a clinical-stage biotechnology company developing what it believes to be first-in-class therapies to treat mitochondrial diseases and combat age-related decline, and Launch One Acquisition Corp. (Nasdaq: LPAA, “Launch One”), a special purpose acquisition company focused on healthcare innovation, announce entering into a definitive business combination agreement (the “Business Combination Agreement”).
Transaction highlights:
| ● | The proposed business combination (the "Business Combination") will create a publicly traded, clinical-stage biotechnology company focused on developing and commercializing Mitochondrial Augmentation Technology (MAT) – a proprietary platform designed to address a broad spectrum of diseases driven by mitochondrial dysfunction, from rare pediatric disorders to common adult conditions. | |
| ● | Upon closing of the transaction, the combined entity will operate under the name Mito US One Ltd. and is expected to be listed on Nasdaq. | |
| ● | The transaction is expected to provide Minovia with additional capital to facilitate accelerating its growth and development pipeline. This includes potentially reaching clinical and regulatory milestones, technology transfer, and the eventual commercial launch of the Company’s longevity-focused offerings from its MAT platform. | |
| ● | The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions and shareholder approvals. | |
| ● | Launch One’s trust account currently holds approximately $239.7 million in cash, a portion of which may be available to the combined company following the transaction, depending on the extent of redemptions by public shareholders. |
Natalie Yivgi-Ohana, Ph.D., Minovia Co-Founder and CEO commented, “Minovia is pioneering a new category of mitochondrial therapy that targets the root cause of disease and aging — mitochondrial failure. Our research has already demonstrated durable safety and life-changing impact in patients, including children with genetic mitochondrial disease and older adults with hematologic and kidney dysfunction. Supported by clinical data, FDA Fast Track Designation, and a clear path to pivotal trial, we believe our MAT platform is uniquely positioned to drive value across both rare disease and the fast-growing longevity market.”
Unlocking a New Category in Regenerative and Longevity Medicine
Mitochondria are the tiny powerplants inside human cells, generating the energy needed for everything from muscle movement and kidney function to immune defense and brain activity. When mitochondria break down, energy production collapses — contributing to a wide range of diseases, including neurodegenerative, metabolic, and kidney disease, as well as muscle weakness, anemia, and immune system decline. Minovia’s MAT platform is designed to enrich diseased cells with healthy and functional mitochondria, effectively recharging the body’s cellular batteries and restoring the energy essential for healing, resilience, and long-term health. This approach is backed by a deep patent portfolio, scalable manufacturing, a decade of research and development, and supported by clinical data.
To date, Minovia has treated 23 patients for a combination of Pearson Syndrome, low-risk Myelodysplastic Syndrome (MDS), and neurological conditions such as Kearns-Sayre and Leigh syndromes. Patients have experienced significant outcomes — including increased body weight and growth, restored mobility, kidney function, and hematologic stability. The treatment demonstrated to be safe with no drug-product related adverse response. The Company believes these results differentiate Minovia from others in the field and support its regulatory strategy across multiple indications.
Minovia’s lead product, MNV-201, supported by FDA Fast Track and Rare Pediatric Designations, is being developed under a Phase 2 trial for Pearson Syndrome, an ultra-rare pediatric disorder. In parallel, Minovia is also conducting a Phase 1b study of MNV-201 in low-risk MDS, a chronic blood disorder linked to aging and has launched compassionate use programs in neurological mitochondrial conditions. Across its pipeline, MAT has shown a preliminary consistent safety profile, multi-system benefit, and biomarker-driven evidence of mitochondrial restoration — supporting both accelerated regulatory pathways and broad clinical potential.
Looking ahead, Minovia believes it is poised to become a leader in the $1+ trillion longevity and regenerative medicine market with the first clinical-stage mitochondrial cell therapy for aging-related dysfunction. Minovia plans to launch MAT-based offerings through global longevity clinic partnerships beginning in 2026. Minovia believes that the accumulated clinical data, as well as preclinical data showing that MAT reverses biological aging markers and improves cognition and mobility in aged mice, lay the foundation for a scalable mitochondrial regenerative medicine franchise.
Chris Ehrlich, Launch One Acquisition Corp. CEO, added, “Minovia provides a clinical-stage platform with the potential to lead an entirely new category of cell therapy. FDA Fast Track designation, patient responses across multiple diseases, and a robust pipeline positions Minovia as a first mover in advanced mitochondrial medicine. The company is advancing toward pivotal trials and we expect it will be bringing U.S.-based GMP manufacturing online by the end of 2025, allowing it to scale both its rare disease and longevity programs globally.”
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Transaction Overview and Next Steps
The Business Combination Agreement assigns Minovia a pre-money equity valuation of $180 million, which will be increased by additional proceeds into Minovia expected from a bridge financing of at least $5 million to be completed within 30 days of signing, payable to Minovia equity holders in newly issued shares of the combined company, and with the Minovia equity holders being eligible to potentially receive additional shares worth $57.5 million in the aggregate as an earnout after the closing of the Business Combination. In addition, the parties are currently anticipating at least $18 million in PIPE investments at closing of the Business Combination, in addition to remaining cash held in Launch One’s trust account after shareholder redemptions. The net proceeds will fund Minovia’s clinical milestones, regulatory approvals, and the commercial launch of longevity-focused offerings.
The boards of directors of both Minovia and Launch One have unanimously approved the transaction, which is expected to close in the fourth quarter of 2025, subject to customary closing conditions and shareholder approvals.
Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov. In addition, Launch One and Minovia intend to file relevant materials with the SEC, including a registration statement on Form F-4 (the ”Registration Statement“), which will include a proxy statement/prospectus of Launch One. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that Launch One and/or Minovia have filed or may file with the SEC in connection with the Business Combination.
Advisors and Legal Counsel
Locus Walk is serving as lead placement agent on the transaction. Bevilacqua PLLC is acting as U.S. legal counsel to Minovia. Ellenoff Grossman & Schole LLP is U.S. legal counsel to Launch One.
About Minovia Therapeutics Ltd.
Minovia, chaired by John Cox, is a company working on treatments to augment defective mitochondria with new healthy mitochondria, helping people with mitochondrial diseases and fighting aging. Its lead product, MNV-201, is already being tested in clinical trials for Pearson Syndrome and Myelodysplastic Syndrome. Minovia is also developing ways to potentially help people live longer, healthier lives. Based in Haifa, Israel, with a factory for its therapy, Minovia is expanding to the U.S. For more information, visit www.minoviatx.com.
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About Launch One Acquisition Corp.
Launch One Acquisition Corp. is a company set up to merge with and take public an exciting business in healthcare or technology. Listed on Nasdaq under the ticker LPAA, Launch One is led by experienced leaders who want to support game-changing solutions. For more information, contact Jurgen van de Vyver at [email protected].
Participants In the Solicitation
Launch One, Minovia, and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Launch One’s stockholders with respect to the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Launch One’s directors and officers in Launch One’s filings with the SEC, including, when filed with the SEC, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, amendments and supplements thereto, and other documents filed with the SEC. Such information with respect to Minovia’s directors and executive officers will also be included in the proxy statement/prospectus. You may obtain free copies of these documents as described below under the heading "Additional Information and Where to Find It."
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Launch One or Minovia, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements about future events or Launch One’s or Minovia’s future financial or operating performance. For example, statements regarding the development and therapeutic benefits of MAT, the Business Combination and the anticipated timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology.
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These forward-looking statements regarding future events and the future results of Launch One and Minovia are based on current expectations, estimates, forecasts, and projections about the development of MAT, the industry in which Minovia operates, as well as the beliefs and assumptions of Launch One’s management and Minovia’s management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Launch One relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Launch One; (ii) uncertainties; (iii) assumptions; and (v) other factors beyond Launch One’s or Minovia’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, Minovia’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and Launch One and Minovia therefore caution against relying on any of these forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Launch One and its management and Minovia and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond Launch One’s or Minovia’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Launch One, Minovia, or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of Launch One and Minovia, to obtain financing to complete the Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (v) projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, and the estimated implied enterprise value of Minovia; (vi) Minovia’s ability to scale and grow its business, and the advantages and expected growth of Minovia; (vii) Minovia’s ability to source and retain talent, and the cash position of Minovia following closing of the Business Combination; (viii) the ability to meet stock exchange listing standards in connection with, and following, the consummation of the Business Combination; (ix) the risk that the Business Combination disrupts current plans and operations of Minovia as a result of the announcement and consummation of the Business Combination; (x) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Minovia to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (xi) costs related to the Business Combination; (xii) changes in applicable laws, regulations, political and economic developments; (xiii) the possibility that Minovia may be adversely affected by other economic, business and/or competitive factors; (xiv) Minovia’s estimates of expenses and profitability; (xv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments; and (xvi) other risks and uncertainties set forth in the filings by Launch One and Minovia with the SEC. There may be additional risks that neither Launch One nor Minovia presently know or that Launch One and Minovia currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Launch One or Minovia speak only as of the date they are made. Neither Launch One nor Minovia undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.
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Additional Information and Where to Find It
In connection with the Business Combination, Launch One and/or Minovia intend to file relevant materials with the SEC, including the Registration Statement, which will include a proxy statement/prospectus of Launch One, and will file other documents regarding the proposed transaction with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that Launch One has filed or may file with the SEC in connection with the proposed transaction. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed transaction will be mailed or made available to stockholders of Launch One as of a record date to be established for voting on the proposed transaction.
Before making any voting or investment decision, investors and stockholders of Launch One are urged to carefully read, when they become available, the entire Registration Statement, the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, and the documents incorporated by reference therein, because they will contain important information about Launch One, Minovia, and the proposed transaction. Launch One’s investors and stockholders and other interested persons will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, other documents filed with the SEC that will be incorporated by reference therein, and all other relevant documents filed with the SEC by Launch One and/or Minovia in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Launch One or Minovia at the addresses set forth below.
Contact
Minovia Therapeutics Ltd.
Natalie Yivgi Ohana, Co-Founder and CEO
+972-74-7039954
Launch One Acquisition Corp.
Jurgen van de Vyver
+1-510-692-9600
Investor Relations
Dave Gentry, CEO
RedChip Companies
+1-407-644-4256
Investor Relations
Jules Abraham
Managing Director, Communications
CORE IR
1-917-885-7378
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Exhibit 99.2
1 Investor Presentation June 2025
CONFIDENTIAL AND PROPRIETARY Disclaimers Disclaimers and Other Important Information This presentation (this “Presentation”) is being furnished solely to (i) recipients that are “qualified institutional buyers” as defined in Rule 144 A of the U . S . Securities Act of 1933 , as amended (the “Securities Act”), or institutional “accredited investors” (as defined in Rule 506 of Regulation D) and (ii) recipients in Israel who qualify as an investor listed in the first addendum of the Israeli Securities Law, 1968 (the “'Securities Law ” ) (any such recipient in (i) and (ii), together with its subsidiaries and affiliates, the “Recipient”) by Launch One Acquisition Corp . , a Cayman Islands exempted company (“Launch”), and Minovia Therapeutics Ltd . , an Israeli company limited by shares (“Minovia,” and together with Launch, the “Parties”) solely for informational purposes of considering the opportunity to participate in the proposed private placement of securities of Minovia and/or Launch (the “Offerings”) in connection with a potential business combination between the Parties and related transactions (the “Business Combination” and together with the Offerings, the “Transactions”) . By reading this Presentation, the Recipient will be deemed to have agreed to the obligations and restrictions set out below . This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction, in connection with the Transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction . This Presentation does not constitute any form of advice or a recommendation regarding any securities . Interested parties are advised to consult their own professional advisors in connection with making any investment decision . Any offer to sell securities pursuant to the Offerings will be made only pursuant to a definitive subscription agreement and related documentation and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering . Any other solicitation or offering of securities shall be made only by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom . The Parties reserve the right to withdraw or amend, for any reason, any offering and to reject any subscription agreement for any reason, or for no reason . The communication of this Presentation is restricted by law ; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation . The Recipient acknowledges that it (a) is aware that the United States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, (b) is familiar with the U . S . Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and (c) will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10 b - 5 thereunder . The securities to be issued in the Offerings have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act . No representations or warranties, express or implied, are given in, or in respect of, this Presentation . This Presentation is subject to updating, completion, revision, verification and further amendment . None of the Parties or their respective affiliates has authorized anyone to provide interested parties with additional or different information . No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation or determined if this Presentation is truthful, accurate or complete, and it is an offense to claim otherwise .
CONFIDENTIAL AND PROPRIETARY Disclaimers Neither Launch nor Minovia nor any of their respective subsidiaries, equity holders, affiliates, representatives, partners, members, directors, officers, employees, advisers or agents (collectively, “Representatives”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the Recipient in the course of its evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representation as to the past or future performance . To the fullest extent permitted by law, none of the Parties nor any of their Representatives shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation or its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . In addition, the information contained herein does not purport to contain all of the information that may be required to evaluate the Transactions . The information contained in this Presentation is provided as of the date hereof and may change, and none of the Parties nor any of their Representatives undertakes any obligation to update such information, including in the event that such information becomes inaccurate or incomplete . The general explanations included in this Presentation cannot address, nor is intended to address, any Recipient’s specific investment objectives, financial situations, or financial needs . Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with any Party or their respective Representatives, as investment, legal or tax advice . In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Parties and each of the Transactions . Recipients of this Presentation should read the definitive documents for the Offerings or the Business Combination and make their own evaluation of the Parties and the Offerings or the Business Combination and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . Recipients are urged to request any additional information necessary or desirable in making an informed investment decision . Recipients (and their Representatives, if any) are invited, prior to the entry into any definitive documentation with respect to the Offerings or the consummation of the Business Combination, to ask questions of, and receive answers from, the Parties concerning the Transactions and to obtain additional information regarding the Transactions, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein . Confidentiality This information is being distributed to Recipients on a confidential basis . By receiving this information, Recipients and their affiliates and Representatives agree to maintain the confidentiality of the information contained herein . Without the express prior written consent of each of the Parties, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than the evaluation of the Parties and the Transactions, or (iv) provided to any person except a Recipient’s employees and advisors with a need to know who are advised of the confidentiality of the information . This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof .
CONFIDENTIAL AND PROPRIETARY Disclaimers Forward - Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward - looking statements within the meaning of Section 27 A of the Securities Act, and Section 21 E of the Exchange Act with respect to the Parties and the Transactions, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Launch, Minovia, the Transactions and statements regarding the anticipated benefits and timing of the completion of the Transactions ; Minovia’s goals and growth strategies ; Minovia’s future business development, results of operations and financial condition ; Minovia’s ability to compete successfully with its competitors ; government policies and regulations relating to Minovia’s operations ; general economic and business condition ; Minovia’s ability to attract and retain qualified senior management personnel and employees ; Minovia’s listing on an applicable stock exchange ; expected operating costs of Minovia and its subsidiaries ; the satisfaction of closing conditions to the Transactions and the level of redemptions of Launch’s public shareholders ; and Minovia’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts . These forward - looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward - looking statements contain these words . Forward - looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties . Many factors could cause actual future events to differ materially from the forward - looking statements in this Presentation, including, but not limited to : the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Launch’s securities ; the risk that the Business Combination may not be completed by Launch’s business combination deadline ; the failure by the Parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Launch’s shareholders or the Offerings ; failure to realize the anticipated benefits of the Transactions ; the level of redemptions of Launch’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of, the securities of Launch ; the failure to obtain or maintain the listing of securities on any stock exchange after closing of the Business Combination ; costs related to the Transactions and as a result of Minovia’s becoming a public company ; changes in business, market, financial, political and regulatory conditions ; risks relating to Minovia’s anticipated operations and business ; risks related to increased competition in the industries in which Minovia operates ; risks that after consummation of the Business Combination, Minovia experiences difficulties managing its growth and expanding operations ; the outcome of any potential legal proceedings that may be instituted against Launch, Minovia or others following announcement of the Business Combination ; and those risk factors discussed in documents of Launch or Minovia filed, or to be filed, with the Securities and Exchange Commission (the “SEC”) . You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of Launch dated as of July 11 , 2024 and filed by Launch with the SEC on July 12 , 2024 , Launch’s Quarterly Reports on Form 10 - Q, Launch’s Annual Report on Form 10 - K and the registration statement on Form S - 4 or F - 4 including the proxy statement/prospectus that will be filed by Launch and Minovia, and other documents filed by Launch and Minovia from time to time with the SEC . These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements . There may be additional risks that neither Launch nor Minovia presently know or that Launch and Minovia currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . Although Minovia and Launch believe the expectations reflected in any of the forward - looking statements are reasonable, actual results could differ materially from those projected or assumed in any of the forward - looking statements . Forward - looking statements speak only as of the date they are made . Readers are cautioned not to put undue reliance on forward - looking statements, and none of the Parties or any of their Representatives assumes any obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . Future financial conditions and results of operations, as well as any forward - looking statements, are subject to change given the inherent risks and uncertainties of market and industry conditions . None of the Parties or any of its Representatives gives any assurance that either Launch or Minovia will achieve its expectations . The inclusion of any statement in this Presentation does not constitute an admission by Launch, Minovia or any other person that the events or circumstances described in such statement are material .
CONFIDENTIAL AND PROPRIETARY Disclaimers Industry and Market Data This Presentation has been prepared by the Parties and their Representatives and includes market data and other statistical information from third - party industry publications and sources as well as from research reports prepared for other purposes . This information involves a number of assumptions, estimates and limitations . The industry in which Minovia operates is subject to a high degree of uncertainty and risk due to a variety of factors . Although the Parties believe these third - party sources are reliable as of their respective dates, none of the Parties or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data’s accuracy or completeness . Some data are also based on the Parties’ good faith estimates, which are derived from both internal sources and the third - party sources . None of the Parties or their Representatives make any representation or warranty with respect to the accuracy of such information . The Parties expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such information herein . Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statement or other report or document to be filed or furnished by Launch or Minovia, or any other report or document to be filed with the SEC by Minovia following completion of the Business Combination . Trademarks and Intellectual Property All trademarks, service marks, and trade names of either Party or their respective affiliates used herein are trademarks, service marks, or registered trade names of such Party or its respective affiliate, respectively, as noted herein . Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship, endorsement, or sponsorship with any Party . Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any Party or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names . Additional Information and Where to Find It In connection with the Business Combination, Launch and Minovia intend to file relevant materials with the SEC, including a registration statement on Form S - 4 or F - 4 , which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus . A proxy statement/prospectus will be sent to all Launch shareholders . Launch will also file other documents regarding the Transactions with the SEC . Before making any voting or investment decision, investors, shareholders and other interested persons of Launch are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with Transactions carefully and in their entirety as they become available because they will contain important information about the Transactions . Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Launch and Minovia through the website maintained by the SEC at www . sec . gov . Participants in Solicitation Launch, Minovia and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Launch’s shareholders in connection with the Business Combination . A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of Launch’s securities are, or will be, contained in Launch’s filings with the SEC . Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Launch’s shareholders in connection with the Business Combination, including and the names and interests of Minovia’s directors and executive officers, will be set forth in the proxy statement/prospectus included in the Form S - 4 or F - 4 for the Business Combination, which is expected to be filed by Launch and Minovia with the SEC . You may obtain free copies of these documents as described in the preceding paragraph . Minovia and its counsel to review and update risk factors.
CONFIDENTIAL AND PROPRIETARY x cGMP in - house facility fully operational in Israel x Cost - effective and scalable supply chain x Readiness for T.T to US manufacturing site H2 2025 x Safety demonstrated in 23 patients treated with MAT (more than 8 years follow up) x Multi - systemic improvement and change in disease progression in patients with primary mitochondrial diseases x Pre - clinical aging models demonstrate regenerative capabilities and extended lifespan NOVEL CLINICAL STAGE THERAPEUTIC PLATFORM cGMP MANUFACTURING ESTABLISHED RAPIDLY ADVANCING CLINICAL PIPELINE x Phase 2 in Pearson Syndrome and Phase 1b in Myelodysplastic Syndrome (IND) x Clear Path to Fast - Track Approval for Pearson Syndrome established with FDA x Novel Biomarkers and Clinical Endpoints Developed Minovia at a Glance Novel therapeutic platform with classical biotech path and rapid path for revenue generation in longevity The scientific excellence and clinical readiness will now be targeted to partnerships with longevity and regenerative medicine clinics MAT is an investigational therapy that is undergoing clinical study to verify its safety and effectiveness. Additional information can be found on ClinicalTrials.gov
CONFIDENTIAL AND PROPRIETARY Expert Leadership Team Ilan Ganot CEO Alesta Therapeutics Former Founder and CEO at Solid Bioscience Ephraim Aharonson, Ph.D. Co - founder, investor Ex - Deputy Head, Israel Institute for Biological Research John Cox, MBA Executive Chairman CEO Dyne Therapeutics (DYN) Shmuel Cabilly, Ph.D. Biotech entrepreneur and Investor; the inventor of “ The Cabilly Patent ” Natalie Yivgi - Ohana, Ph.D. Co - founder, CEO and Director Tim Harris, Ph.D. Chairman of the SAB Jose - Carlos Gutierrez - Ramos Science and business leader; SVP, CSO, Danaher molecular biologist, biochemist and geneticist Catherine Bollard, MD Director, Center for Cancer and Immunology Research, CNRI Strong board of world experts in the science and business of biotech committed to shape the field of mitochondrial therapies Board of Directors Leadership Scientific Advisory Board Noa Sher Ph.D. CSO Molecular Biologist; Cell and mitochondrial therapy expert Nadav Eshkol VP Operations A cell therapy dev and mfg expert with more than 12 years industry experience Natalie Yivgi - Ohana, Ph.D. Co - founder, CEO and Director Mitochondrial scientific expert; Led the company since incorporation in 2012 Martin Picard, Ph.D. Expert in mitochondrial biology of aging. Associate Professor of Behavioral Medicine in Columbia University Aging Center.
CONFIDENTIAL AND PROPRIETARY Mitochondrial Diseases Aging Diseases Mitochondrial Dysfunction and the Interrelationship Between Aging and Disease By restoring mitochondrial function, Minovia aims to unlock a new frontier in treating age - related diseases and redefining longevity medicine Mitochondrial Dysfunction is a Hallmark of Aging Reduced ATP production, increased oxidative stress, and accumulation of damaged mitochondria contribute to cellular decline and organ dysfunction From Rare Diseases to Aging - Related Conditions Mitochondrial defects, seen in genetic mitochondrial diseases, also play critical roles in neurodegeneration, muscle weakness, metabolic disorders, anemia and immune system decline associated with Aging Minovia’s Approach: Restoring Core Mitochondrial Function Clinical - Stage Mitochondrial Technology with demonstrated efficacy in rare mitochondrial diseases Novel Blood Mitochondrial Biomarkers that enable early detection and tracking of mitochondrial health Longevity & Regenerative Medicine Platform of mitochondrial restoration for healthy lifespan extension Lopez - Otin 2016 Cell; Huanzheng 2019 Cells
CONFIDENTIAL AND PROPRIETARY The trigger for life creation ~1.5 Billion years ago: Mitochondrial transfer Life Aging Longevity We are not just treating symptoms — we are restoring life at the cellular level Mitochondrial Augmentation Unlocks Healthspan MAT
CONFIDENTIAL AND PROPRIETARY A Scientific Breakthrough: Minovia’s Mitochondrial Augmentation Technology (MAT) For decades, scientists believed that mitochondria were static, confined to the cells they originated in. Minovia has shattered that assumption Minovia Invented a Process of Mitochondrial Transfer into Stem Cells Demonstrated in Leading Scientific Research: First observed in Clark & Shay (Nature, 1982); Further validated by King & Attardi (Cell, 1988); recently published by Jacoby and Minovia Nat Regen Med 2021 How It Works: Mitochondria Enter Cells → Healthy mitochondria naturally integrate into recipient cells Mitochondrial Quality Control renewed → Damaged mitochondria are replenished with healthy mitochondria Restore Cellular Energy & Function → Cells regain their ability to produce energy, combat stress, and sustain normal function Enable Mitochondrial Transfer Between Cells → Healthy mitochondria propagate, spreading their benefits across tissues Minovia’s Breakthrough A proprietary process to harness natural mitochondrial transfer, creating a scalable, regulatory - backed therapy to restore function in mitochondrial diseases and aging - related dysfunction
CONFIDENTIAL AND PROPRIETARY Minovia Mitochondrial Augmentation Technology Science - Based Benefits Validated Clinical Safety and efficacy Strict Manufacturing Standards Patient Value Proposition Exosomes Stem cells Risks from Non - Standardized Delivery and Data Lack of True Evidence of Beneficial Effects Unclear Material Origin and Supply Longevity Leader with Differentiated Value Mitochondrial Augmentation Technology aims to provide excessive value to patients, backed by strong scientific and clinical foundations
CONFIDENTIAL AND PROPRIETARY A Breakthrough Pathway: From Rare Diseases to Aging Minovia’s approach is not just another anti - aging theory — it’s a regulatory - backed, science - driven strategy to redefine aging as a treatable condition Aging affects every one of us — and at its core, it is driven by mitochondrial dysfunction. As we age, our mitochondria deteriorate, leading to cellular decline, loss of function, and age - related diseases MitoIndex (ATP relative to mtDNA copies) 25… 2… 15… 1… 5… 0… You… Old PMD Minovia is solving this problem. x Proven Strategy: Establish safety and efficacy by first targeting genetic Primary Mitochondrial Diseases (PMD) x Regulatory Pathway: Expand to age - related mitochondrial dysfunction as mitochondrial therapy is approved x Scientific Validation: Prove, using novel biomarkers, that aging is, at its core, a mitochondrial disease MAT is an investigational therapy that is undergoing clinical study to verify its safety and effectiveness. Additional information can be found on ClinicalTrials.gov
CONFIDENTIAL AND PROPRIETARY Mitochondrial Augmentation Technology: The Solution
CONFIDENTIAL AND PROPRIETARY The Mitochondria: Powerful Organelles Critical for cellular metabolism, biosynthesis, and homeostasis Mitochondrial DNA Mitochondria Age - related mitochondrial damage follows a similar pattern, leading to: Brain decline → Neurodegeneration, cognitive impairment (Alzheimer’s, Parkinson’s) Muscle weakness → Frailty, sarcopenia, loss of mobility Heart dysfunction → Cardiovascular disease, heart failure Blood and Immune system failure → Anemia, infections, slower healing Metabolic disorders → Type 2 diabetes, fatty liver disease Mitochondria are the powerhouses of life — fuelling every cell, tissue, and organ in the body. When mitochondria fail, every organ system suffers. Genetic mitochondrial diseases provide a clear model of what happens when mitochondrial function breaks down — offering a window into the aging process itself Cell Monzel, Nat Met 2023; Suomalainen mitochondrion 2018; Tyynismaa EMBO Reports 2009; Srivastave, Genes 2017
CONFIDENTIAL AND PROPRIETARY Lead Product MNV - 201: Autologous Stem Cells Enriched with Allogeneic Placental Mitochondria A first - in - class mitochondrial therapy designed to restore cellular function Key Advantages: x Highly Scalable Manufacturing → Designed for efficient, large - scale production x Minimally Invasive & Streamlined Process → Rapid vein - to - vein delivery within 72 hours x Proven Safety Profile → No conditioning required, reducing patient risk 24h process Allogeneic Mitochondria from cryo - bank (DS) Proprietary augmentation process HSCs mobilization and apheresis Proprietary qualification analytical methods MNV - 201 (DP) 1 2 Q 3 IV injection 4 ~72 hours vein - to - vein M HSCs: Hematopoietic stem cells; DS: Drug Substance; DP: Drug Product: IV: intra - Venus MAT is an investigational therapy that is undergoing clinical study to verify its safety and effectiveness. Additional information can be found on ClinicalTrials.gov
CONFIDENTIAL AND PROPRIETARY Pearson’s Syndrome Ultra rare lethal pediatric disease caused by deletions of mtDNA, affecting HSPCs in the bone marrow Stage: Clinical PhII (IND) Next readout: 06/25 100 - 400 Classical regulatory approval path (FDA); Accelerated for rare diseases Pediatric Adult From Rare Disease to Longevity: The Path to Develop Therapies for Healthy Aging Minovia is pursuing a strategic, regulatory - backed approach that begins with rare genetic mitochondrial diseases and expands to broader aging - related conditions Low Risk Myelodysplastic Syndrome (MDS) Anemia and Blood transfusion dependent; poor QoL Stage: Clinical PhIb (IND) Next readout: 06/25 70,000 Scientific and clinical evidence - based regenerative medicine for extending healthy lifespan Adult Entire aging population Rejuvenating blood and immune system with healthy and functional mitochondria; restoring multi - organ function Based on the clinical evidence obtained from the FDA programs World populations MAT is an investigational therapy that is undergoing clinical study to verify its safety and effectiveness. Additional information can be found on ClinicalTrials.gov Pitceathly RD, Rahman S, Hanna MG (2012 Neuromuscul Disord David P. Steensma, MD., Mayo Clin Proc. 2015;90(7):969 - 983
CONFIDENTIAL AND PROPRIETARY Competitive Landscape: Key Players Minovia is the first clinical - stage company in the emerging mitochondrial transplantation field Therapeutic mitochondrial transplant to compromised cells Mitochondria complex with scFv against cancer & cell therapy with mitochondria - enriched PMBC / NK cells Functional mitochondria as therapeutic agents Autologous mitochondria - replaced T cells as cell therapy Pre - Clinical Mitochondrial Transplantation Companies Minovia’s unique value proposition As the first company, Minovia controls the IP related to mitochondrial transplantation; the MAT platform is safe and scalable relative to other players Minovia Clinicaltrials.gov
CONFIDENTIAL AND PROPRIETARY Successful Mitochondrial Company Reata develops therapies for rare mitochondrial diseases. Lead product approved by FDA for Friederich Ataxia. Acquired by Biogen In 2023 for $6.5B Genetic Diseases Pre - clinical stage biotech company aiming to reverse aging and rejuvenate cells. No drug targets announced yet. Latest valuation was $6.33B (2024) Aging Company Commercial and Clinical stage biotech with several programs in genetic diseases $ 6 . 12 B Market Cap Rare Genetic Diseases Clinical stage gene editing company with several programs in rare genetic diseases. $2.36B Market Cap Minovia’s highly scalable and cost - efficient platform could address multiple diseases in parallel , both rare and common Minovia’s MAT platform was designed to be safe by overcoming major limitations of genetic therapies; this allows multiple treatments which boosts the financing model Minovia is in clinical stage with accelerated approval path in rare diseases and immediate longevity market opportunity Minovia does not require gene editing disease - specific tools, making our therapy safe and applicable for multiple diseases Gene and Cell Therapy, Aging and Mitochondria The advantages of Minovia’s technology over multi - billion $ companies Davies, Human Reproduction, 2019
CONFIDENTIAL AND PROPRIETARY Revolutionizing Longevity
CONFIDENTIAL AND PROPRIETARY Mitochondrial Dysfunction: The Root Cause of Multi - Organ Decline Genetic Mitochondrial Diseases are the best models to study aging Neurodegeneration Stroke Demyelination Epilepsy Ataxia Parkinsonism Migraines Cognitive decline Psychiatric symptoms Liver disease Muscle weakness Cramps Exercise fatigue Sensory or motor neuropathies Visual impairment (retinitis pigmentosa, optic neuropathy and cataracts) Hearing deficit Cardiomyopathy Conduction defects Kidney insufficiency Diabetes Malabsorption Infertility Premature menopause Anaemia Immunological defects Lactacidaemia Suomalainen 2017, Nature Reviews MCB University of Helsinky
CONFIDENTIAL AND PROPRIETARY Breakthrough in Healthy Aging: Mitochondrial Therapy Reverses Aged Mouse Kidney Phenotype Aged mice received single MAT administration and showed “younger” kidney phenotype after 1 month MAT Increases Mitochondrial Gene Expression in Aged Mouse Kidney MAT Induces ‘Younger” Gene Expression Profile in Aged Mouse Kidney Minovia’s MAT demonstrated strong preclinical proof of concept for its potential in healthy aging and longevity applications. Key Findings from Aged Kidney Model : x Increased Mitochondrial Gene Expression → Boosting cellular energy production x Younger Gene Expression Profile → Aged kidneys shifted toward a more youthful, healthier phenotype after a single treatment x Evidence of Reversal of Aging Markers → Improved mitochondrial activity and metabolic function, key drivers of age - related kidney decline Min - Jee, Molecular Sciences, 2023
CONFIDENTIAL AND PROPRIETARY Mitochondrial Therapy Rejuvenates Mobility & Function in Aged Mice Preclinical data shows locomotor and walking improvements in aged mouse model 3 - 0 1 - 0 10 30 50 70 Center Duration after 3 Months ]% Change from baseline [ MNV - BM - PLC BM Ve h ic le ** * Improved Locomotor Skills After MAT - Treatment in Aged Mice Open Field Test (Locomotor, Exploration, Anxiety) Walking Distance MAT also demonstrated significant improvements in physical function and locomotor activity in aged mice. Key Findings from the Aged Mouse Model: x Improved Locomotor Skills → MAT - treated aged mice showed enhanced movement, coordination, and endurance, reversing age - related decline x Increased Walking Distance & Activity Levels → Greater mobility and exploratory behaviour, indicating restored muscle function and energy metabolism x Restoration of Mitochondrial Function → Reversed aging - associated declines in mitochondrial efficiency, supporting long - term cellular health and regeneration. Breakthrough Potential in Longevity Medicine → MAT could be applied to prevent frailty, improve mobility, and enhance overall vitality in aging populations Houtkooper, Scientific Reports, 2011
CONFIDENTIAL AND PROPRIETARY EEG 3 months before MAT treatment EEG 4 months following a single MAT treatment Mitochondrial augmentation improves brain disease outcomes 14 - year old female suffered severe epilepsy and stroke - like episodes that completely resolved starting 4 months after treatment Brain Muscle Mitochondrial augmentation improves muscle function MAT improved Pearson Syndrome muscle strength and activity measures 5 months after treatment Demonstrated Impact Across Organ Systems With 1 st generation product MNV - 101 Compassionate use case Jacoby and Minovia, STM, 2022 MAT is an investigational therapy that is undergoing clinical study to verify its safety and effectiveness. Additional information can be found on ClinicalTrials.gov
CONFIDENTIAL AND PROPRIETARY Mitochondrial augmentation prevents kidney deterioration Renal function stabilized in a Pearson’s patient up to 24 months after treatment Kidney Blood Mitochondrial augmentation improves anemia and prevents blood transfusions 69 years old MDS patient with prior treatment of erythropoietin and luspatercept increased hemoglobin by nearly 100% and reduced need for blood transfusions after mitochondrial augmentation 0 1 2 3 4 12 11 10 9 8 7 6 5 Blood Transfusions HGB (g/dL) Epo Luspatercept MNV - 201 2023 2024 2025 Demonstrated Impact Across Organ Systems With MNV - 101 and MNV - 201 MNV - 101 Jacoby and Minovia, STM, 2022 MAT is an investigational therapy that is undergoing clinical study to verify its safety and effectiveness. Additional information can be found on ClinicalTrials.gov
CONFIDENTIAL AND PROPRIETARY MNV - 201 Clinical Programs: Advancing Mitochondrial Therapy with Strong Safety Profile Three Clinical Programs; so far high safety profile with no drug - product related adverse events reported, no anti - mitochondrial antibodies detected in blood Phase II in Pearson Syndrome ▪ Started as Phase II trial in Israel, 4 of 6 patients dosed ▪ preliminary safety and efficacy observed with improved growth and quality of life ▪ Mitochondrial blood biomarkers analysis ongoing ▪ Successful preIND with FDA; IND approved March 2025 ▪ Fast Track Designation granted; Ongoing discussions with FDA regarding pivotal trial design Phase Ib in low - risk Myelodysplastic Syndrome ▪ Under IND (FDA and Israeli Ministry of Health), 4 of 9 patients dosed including re - dosing of one patient ▪ preliminary safety and efficacy demonstrated Compassionate use program in Kearns Sayre Syndrome and Leigh Syndrome (neurological): ▪ 3 patients dosed; 1 year follow up analysis on going ▪ Clinical improvement observed in 2 patients so far Key Safety & Clinical Findings: x No Drug - Product Related Adverse Events → MNV - 201 has been well - tolerated across all trials x No Anti - Mitochondrial Antibodies Detected → indicates long - term safety and immune compatibility x Encouraging Early Efficacy Signals → Improvements in key biomarkers and patient outcomes observed
CONFIDENTIAL AND PROPRIETARY Expanding from Rare Diseases to the Multi - Billion Dollar Longevity Market We believe Minovia’s Mitochondrial Augmentation Technology (MAT) is not just a breakthrough for rare diseases — it is the foundation for a highly scalable, profitable longevity business. We are strategically launching into the rapidly growing longevity and wellness market while we continue advancing through FDA and regulatory pathways: ▪ Launching a premium longevity offering based on scientifically validated mitochondrial health restoration ▪ Partnering with leading longevity and wellness - focused businesses to deliver MAT - based therapies globally ▪ Providing Mitochondrial Health Assessments & Treatments through a recurring revenue - share model , ensuring sustainable and scalable long - term income ▪ Leveraging exclusive partnerships with investors to open high - end longevity centers internationally A Multi - Billion Dollar Market Opportunity → Longevity and wellness is a $1 trillion+ industry , and MAT is the first clinical science - backed mitochondrial transplantation therapy in this space Longevity Biotech Market Report, [2025 - 2033]
CONFIDENTIAL AND PROPRIETARY The Path Forward
CONFIDENTIAL AND PROPRIETARY FDA Interactions: Advancing Towards Approval with Minovia’s Mitochondrial Therapy Minovia is aiming to establish a clear and efficient FDA regulatory path for its groundbreaking Mitochondrial Augmentation Technology (MAT). Recent interactions confirm strong regulatory alignment and a streamlined approval process for our lead therapy, MNV - 201. Key FDA Takeaways & Agreements: x Single Trial Could Support Approval → Due to the rarity and severity of Pearson Syndrome, the FDA has indicated that a single pivotal trial with small number of patients may be sufficient for approval x No Placebo - Controlled trial required → Given ethical considerations, the FDA accepts an external natural history group or a within - subject control design, provided an objective primary endpoint is selected x Objective Endpoint Selection → Based on FDA feedback, growth metrics and anemia correction have been suggested as primary efficacy endpoints, ensuring a clear path to demonstrating clinical benefit x Manufacturing & Clinical Readiness → In its latest interaction (Feb 6), the FDA agreed to all of Minovia’s proposed CMC, preclinical, and clinical trial plans, ensuring a smooth transition to pivotal studies Next Steps Towards Approval: Accelerated regulatory Submission for MNV - 201 in Pearson Syndrome (FTD, ODD) Finalizing Pivotal Trial Design & Site Selection (Dec 2025) Advancing Regulatory Interactions for Accelerated Approval Pathways
CONFIDENTIAL AND PROPRIETARY Strong Partnerships Built Globally Accelerating success with global academic and medical partnerships, working with patient advocacy groups and cell therapy experts Clinical sites Academic collaborations Patient Advocacy Groups Funding
CONFIDENTIAL AND PROPRIETARY Future MAT Applications Mitochondrial augmentation can support various applications in both rare and common diseases with high unmet need, offering a broad range of partnership opportunities. Chronic and age - related diseases • Pre - clinical and clinical PoC for renal diseases • Pre - clinical PoC for improved aging phenotypes and healthy lifespan • Novel use of mitochondria as enzyme replacement therapy (MERT) • In vitro and in - vivo PoC achieved; collaboration with MSK • Low Risk MDS Phase 1b IND allowed; ongoing trial • Safety and efficacy demonstrated Bone marrow failure disorders • Clinical PoC achieved • Orphan indications • Fast path to registration for Pearson’s Syndrome; PRV eligible • Novel blood biomarkers developed and clinically tested • Clear path to indication expansion to other primary mitochondrial genetic diseases (KSS, Leigh, MELAS, MERRF) Mitochondrial genetic diseases
CONFIDENTIAL AND PROPRIETARY 2025 - 2027 Upcoming Milestones 2025: Clinical trial interim results (safety, efficacy and biomarkers feasibility) in Pearson, MDS and KSS 2025 : Phase III CMC/GMP readiness: US Phase III manufacturing site established and tech transfer completed 2026 : MDS Phase 1b final readout; phase 2 trial design and clinical sites set - up 2026 - 2027: Pearson pivotal study; preparations for BLA and Priority Review Voucher (2028); MDS Phase 2 trial 2025 : Biomarker analysis in PMDs and selection of additional PMD indication for MNV - 201 2025 : IND for MNV - 201 in Pearson Syndrome; FDA alignment on Pivotal trial design Fast Track and Orphan Drug Designations 2026 : Launching MAT for longevity in Asia; partnership with wellness and longevity clinics globally
CONFIDENTIAL AND PROPRIETARY Minovia Aims to go Public Through a SPAC Merger Business combination with Launch One Acquisition Corp. (NASD: LPAA) will provide access to public capital • LPAA is a $230M SPAC designed to merge with promising, private biotechnology companies (a portion of which may be available to the target company ) • LPAA has executed a Business Combination Agreement to merge with Minovia at a $180M valuation • The board and management of LPAA are seasoned life sciences investors and operators with a proven track record of success, not only in venture capital investing, but, specifically in SPACs • Locust Walk Acquisition Corp – eFFECTOR (NASD: EFTR) • Phoenix Biotech Acquisition Corp – CERo (NASD: CERO) • Newcourt Acquisition Corp – Psyence (NASD: PBM) • The founders and advisors to LPAA have successfully completed 8 SPAC mergers • With $25M in net proceeds over the next 24 months, we believe Minovia should be able to achieve value - creating milestones to create shareholder value
CONFIDENTIAL AND PROPRIETARY Use of Proceeds $25M in capital will enable Minovia to launch US operations, start pivotal trial for MNV - 201 in Pearson’s Syndrome, a phase II in MDS and launch a differentiated wellness offering Total Capital Need to Reach Milestones MNV - 201 in Pearson Syndrome MNV - 201 in Low Risk MDS ~$25M Phase 2 6 patients IND for Pivotal trial Pivotal Trial BLA US sites ready Phase 2, multi center Total Capital Raised To - Date ~$50M , including ~$33M in equity (private investors) and $20M in non - dilutive strategic R&D collaboration with Astellas Pharma $12M $13M IND Prep for Phase 2 Phase 1b (9 patients) 1H 28 2H 27 1H 27 2H 26 1H 26 2H 25 In parallel, Minovia aims to establish a rapidly growing and profitable business of healthy lifespan, longevity, and wellness with selected partners
CONFIDENTIAL AND PROPRIETARY Join The Mitochondrial Revolution! Contact: [email protected] om +972 - 545833727
CONFIDENTIAL AND PROPRIETARY Appendix
CONFIDENTIAL AND PROPRIETARY Mitochondria in the News! Mitochondrial Dysfunction Is a Bit of a Fad | Office for Science and Society - McGill University Mitochondria transplants could cure diseases and lengthen lives • Kids with rare diseases get mitochondria from their mothers | STAT • Mitochondrial augmentation of hematopoietic stem cells in children with single large - scale mitochondrial DNA deletion syndromes | Science Translational Medicine • Mitochondrial augmentation of CD34+ cells from healthy donors and patients with mitochondrial DNA disorders confers functional benefit | npj Regenerative Medicine • Promising Results for Kearns - Sayre Syndrome of First in Man Treatment by d41586 - 025 - 01064 - 5.pdf Mitochondrial Augmentation Therapy (457) | Neurology The All In Podcast (Mitochondria are in 1:26) Trump vs Harvard, Nvidia export controls, how DEI killed Hollywood with Tim Dillon - All - In with Chamath, Jason, Sacks & Friedberg | Podcast on Spotify Mitochondria on the Move/Nature Get Ready to Hear a Lot More About Your Mitochondria - The Atlantic