Eli Lilly (LLY) Stock: Why This $2.4 Billion Deal Could Reshape Cell Therapy

TLDR

• Eli Lilly (LLY) will acquire Orna Therapeutics for up to $2.4 billion in cash to advance cell therapy treatments for autoimmune diseases.
• Orna is developing ORN-252, a clinical trial-ready in vivo CAR-T therapy that uses circular RNA technology to treat B cell-driven autoimmune diseases.
• The acquisition gives Lilly access to Orna’s platform that allows patients’ bodies to generate cell therapies using engineered circular RNA and lipid nanoparticles.
• Current autologous CAR-T approaches are complex and costly, making them difficult to scale for broader patient populations.
• The deal includes an upfront payment plus milestone-based payments tied to clinical development achievements.

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Eli Lilly made a major move Monday morning, announcing plans to acquire Orna Therapeutics for up to $2.4 billion in cash. The deal brings Lilly a promising new approach to treating autoimmune diseases.

Orna has built a platform using circular RNA technology paired with lipid nanoparticles. This combination allows patients’ own bodies to produce therapeutic cells without the need for complex external processing.

The centerpiece is ORN-252, a CD19-targeting CAR-T therapy ready for clinical trials. It’s designed to tackle B cell-driven autoimmune diseases by reprogramming the immune system directly inside the patient’s body.

Eli Lilly and Company, LLY

Traditional CAR-T therapies require removing cells from patients, engineering them in a lab, and infusing them back. That process is expensive, time-consuming, and logistically challenging. Early studies show promise, but scaling these treatments remains a major hurdle.

Circular RNA Technology Advantage

Orna’s circular RNA platform may offer more durable protein expression than current RNA therapies. That could unlock treatments that simply aren’t possible with existing cell therapy or RNA platforms.

Dr. Francisco Ramírez-Valle, who leads immunology research at Lilly, said the complexity and cost of current approaches make it hard to reach all patients who need them. The in vivo approach could change that equation.

Lilly gets more than just one program. The acquisition provides a broad platform for long-term innovation in genetic medicine and cell engineering. That opens doors for future therapies beyond the initial autoimmune focus.

Deal Structure and Leadership

The transaction structure includes an upfront cash payment plus milestone payments based on clinical development progress. The total could reach $2.4 billion if all milestones are achieved.

Orna CEO Joe Bolen said the company’s circular RNA technology and LNP delivery system could work across multiple B cell-driven autoimmune diseases. Joining with Lilly gives the platform resources to reach its full potential.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is advising Lilly on legal matters. Lazard served as financial advisor to Orna, with Goodwin Procter LLP handling legal counsel.

Lilly will determine the accounting treatment once the deal closes. The transaction will be reflected in the company’s financial results and guidance going forward.

The acquisition strengthens Lilly’s position in immunology as competition heats up in the autoimmune space. Several companies are racing to develop next-generation cell therapies that are easier to manufacture and deliver.

Orna is based in Watertown, Massachusetts, and has focused exclusively on engineering immune cells inside the body. The company’s lipid nanoparticle delivery technology is considered best-in-class for getting circular RNA into target cells.

ORN-252 targets CD19, a protein found on B cells that plays a role in various autoimmune conditions. By eliminating these cells and resetting the immune system, the therapy aims to provide long-lasting relief.

The deal comes as Lilly continues expanding its immunology pipeline beyond diabetes and obesity drugs. Cell therapy represents a new frontier that could generate substantial revenue in the coming years.

Lilly will acquire all outstanding shares of Orna Therapeutics under the agreement announced Monday.

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