MaxCyte agrees to buy Akron Bio, a supplier of materials for making cell therapies

SOME MEDICINES are made from a patient's own living cells. In the best-known kind, doctors collect blood and separate out T cells, the immune cells that kill diseased cells. A laboratory then gives those cells new genetic instructions that help them find cancer, grows them until there are hundreds of millions, and sends them back to be given to the patient in a single infusion. America's National Cancer Institute says the process takes about three to five weeks. Treatments made this way are cell therapies, and this version is known as CAR-T.

The central step is getting new genetic material inside a cell. One way uses a modified virus as the carrier, and another uses electricity. A brief electric pulse loosens the cell's outer membrane so that genetic material can pass through, a method called electroporation. MaxCyte, based in Rockville, Maryland, sells instruments that do this, along with the processing assemblies and buffer solutions that each run uses up.

Engineering is only one stage of making the cells. Before it, makers activate and grow the collected cells, and after it they grow them again, prepare the dose and freeze it for shipping. Each stage uses materials such as cytokines (chemical messengers that stimulate and direct immune cells), serum and albumin from human blood, the liquid media that cells grow in, and solutions that protect cells while frozen. Because they end up in medicines, they are made to the manufacturing standards regulators set for drugs, known as good manufacturing practice, and are called GMP-grade. Akron Bio, based in Boca Raton, Florida, makes them. MaxCyte says Akron's products are used "from expansion through cryopreservation", which means from growing the cells to freezing them.

A drugmaker must tell regulators what goes into its product, but a supplier does not want to share its methods with every customer. The answer is a drug master file, or DMF, a confidential document a supplier gives the Food and Drug Administration describing how a material is made. The FDA says such files let companies "reference material without disclosing DMF contents to those parties", and that it reviews a file when it reviews an application citing it. MaxCyte says the files of both companies are cited in customers' applications to start human trials and to sell a medicine, and that Akron's products, like its own, "become embedded in customers' validated manufacturing processes and regulatory submissions." A drugmaker that later wants to change such a supplier generally has to show that its process still works with the new material and inform the regulator.

MaxCyte signed the agreement on November 9th and announced it a day later. It is buying Akron from Ohio TopCo LP and Arcline Capital Partners A LP, affiliates of Arcline Investment Management, a private investment firm. MaxCyte puts the total consideration at $151.8 million. At closing it will pay $105.0 million in cash, subject to customary adjustments, and issue 20,639,733 MaxCyte shares to the sellers. It will then make $20.0 million in guaranteed deferred payments, $10.0 million on the first business day of 2028 and $10.0 million on the first business day of 2029. Akron is expected to keep its brand, leadership and staff.

MaxCyte says the combined portfolio will be used in making five commercially approved therapies and will support more than 100 clinical programs, though it has not named the five. MaxCyte has worked mostly with methods that avoid viruses, while Akron's products also serve makers that use viruses to carry genes. "From day one, Akron provides us with an established portfolio of clinical and commercial programs supported by Akron's DMFs and reagents," said Maher Masoud, President and Chief Executive Officer of MaxCyte. Ezequiel Zylberberg, Chief Operating Officer at Akron Bio, said, "As part of MaxCyte, we remain committed to delivering the quality, reliability, and innovation our partners have come to expect."

MaxCyte's filing with the Securities and Exchange Commission names two conditions for closing. Under the Hart-Scott-Rodino Act, the Federal Trade Commission and the Justice Department's antitrust division review certain mergers before they happen, and the companies must wait until any waiting period that applies, 30 days for most transactions, expires or is ended early. Nasdaq must also approve the new MaxCyte shares for listing. The deal needs no vote by MaxCyte's shareholders and does not depend on financing. The companies expect to close before the end of 2026. If they have not done so by early March 2027, about 120 days after signing, either side may end the agreement.