---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-005215"
form_type: "8-K"
ticker: null
cik: "0001785345"
company_name: "Landos Biopharma, Inc."
filed_at: "2023-02-28T23:59:59+00:00"
generated_at: "2026-06-18T22:28:58.294098+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Landos sells BT-11, LABP-104, LABP-111 assets to former CEO group; redeems 9.1M shares for $3M cash plus royalties

## Summary
- Landos sells all rights to Omilancor (BT-11), LABP-104, LABP-111 and related IP to group led by former CEO Dr. Josep Bassaganya-Riera.
- Landos redeems 9,086,441 shares from purchasers and pays $3M cash; grants exclusive license to acquired compounds.
- Landos will receive 6% royalty on net sales of acquired compounds; purchasers receive 2% royalty on net sales of certain retained compounds.
- LianBio agreement amended to remove BT-11 from licensed technology; developmental milestones adjusted.
- Transaction closed simultaneously on February 28, 2023; dispute between parties resolved.

## SEC filing metadata
- accession: 0000950170-23-005215
- form_type: 8-K
- cik: 0001785345
- company_name: Landos Biopharma, Inc.
- filed_at: 2023-02-28T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1785345/000095017023005215/0000950170-23-005215-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1785345/000095017023005215/labp-20230228.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-005215
- JSON: https://secwatch.observer/filing/0000950170-23-005215.json
- Plain text: https://secwatch.observer/filing/0000950170-23-005215.txt

## Key facts
- M&A Transactions
  Landos Biopharma, Inc. completed a disposition involving Dr. Bassaganya-Riera, Raquel Hontecillas and certain other stockholders for $3,000,000 in cash (closed 2023-02-28).
  - Action: disposition
  - Counterparty: Dr. Bassaganya-Riera, Raquel Hontecillas and certain other stockholders
  - Consideration: $3,000,000 in cash
  - Closing: 2023-02-28
  source text: of 2% of all net sales by the Company of any products containing certain compounds that the Company will retain following the closing under the Purchase Agreement and (iv) $3,000,000 in cash in exchange for (x) 9,086,441 shares of the common stock of the Company held by the Purchasers and (y) a royalty agreement providing, among other things, for the payment
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785345/000095017023005215/0000950170-23-005215-index.htm
- Material Agreements
  Landos Biopharma, Inc. entered into Asset Purchase and Redemption Agreement with Dr. Bassaganya-Riera, Raquel Hontecillas and certain other stockholders valued at For $3,000,000 and other consideration, Purchasers acquired ownership of certain compounds and intel (effective 2023-02-28).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Dr. Bassaganya-Riera, Raquel Hontecillas and certain other stockholders
  - Value: For $3,000,000 and other consideration, Purchasers acquired ownership of certain compounds and intel
  - Effective: 2023-02-28
  source text: On February 28, 2023, the Company entered into an Asset Purchase and Redemption Agreement (the “Purchase Agreement”) with Dr. Bassaganya-Riera, Raquel Hontecillas and certain other stockholders (together the “Purchasers”) whereby Purchasers acquired (i) all of the Company’s right, title and interest in Omilancor (or BT-11), LABP-104 and LABP-111 and any such derivatives and analogs that target LANCL proteins (together the “Acquired Compounds”), (ii) a worldwide, perpetual, irrevocable, fully-paid up, royalty-free, exclusive, sublicensable and transferable license grant under the intellectual property rights retained by the Company and necessary or useful for the development, manufacture and commercialization of the Acquired Compounds, (iii) a royalty agreement providing, among other things, for the payment by the Company to the Purchasers of a royalty of 2% of all net sales by the Company of any products containing certain compounds that the Company will retain following the closing un
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785345/000095017023005215/0000950170-23-005215-index.htm
- Material Agreements
  Landos Biopharma, Inc. amended LianBio Agreement with LianBio Respiratory Limited valued at Amendment excluded BT-11 from the licensed technology and revised milestone events (effective 2023-02-28).
  - Action: amendment
  - Agreement: license
  - Counterparty: LianBio Respiratory Limited
  - Value: Amendment excluded BT-11 from the licensed technology and revised milestone events
  - Effective: 2023-02-28
  source text: On February 28, 2023, Landos Biopharma, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the exclusive license and collaboration agreement dated May 14, 2021, or the LianBio Agreement, with LianBio Respiratory Limited, or LianBio.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785345/000095017023005215/0000950170-23-005215-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.