- Transaction Expected to Advance Synlogic’s
Innovative Platform for the Discovery and Development of Novel
Synthetic Biotic™ Medicines –
- Synlogic Closes $42 Million of Series C
Preferred Stock Financing by Leading Biotechnology Investors –
- Combined Company Well-Capitalized with
Approximately $82 Million in Cash Expected at Closing from Merger
and Series C –
- First Clinical Trial for Lead Synlogic
Product Candidate Anticipated to Start Mid-2017 –
- Conference call to be held today at 8:30 AM
ET –
Privately held Synlogic, Inc., has entered into a definitive
merger agreement with Mirna Therapeutics, Inc. (NASDAQ:MIRN) under
which Synlogic will merge with a wholly owned subsidiary of Mirna
in an all-stock transaction. The merged company will continue under
the Synlogic name and will focus on advancing Synlogic’s drug
discovery and development platform for Synthetic Biotic medicines,
which are designed using synthetic biology to genetically reprogram
beneficial microbes to treat metabolic and inflammatory diseases
and cancer. Synlogic also recently closed a $42 million Series C
preferred stock financing from leading biotechnology investors,
including Aju IB Investment, Ally Bridge Group, Arctic Aurora
LifeScience, CLI Ventures, Perceptive Advisors, Rock Springs
Capital, and other undisclosed new investors. Existing investors,
Atlas Venture, Deerfield, New Enterprise Associates (NEA), and
OrbiMed also participated in the financing.
“We believe that our Synthetic Biotic medicines are efficient
and targeted biologic engines with the potential to have a
transformative impact on the treatment of human diseases. While
many conventional medicines address one molecular dysfunction,
these living medicines have the potential to uniquely and
effectively compensate for entire processes or pathways to treat
patients with significant unmet medical need,” said Jose Carlos
Gutierrez-Ramos, Ph.D., Chief Executive Officer of Synlogic. “This
merger and our recently completed Series C financing are projected
to provide the capital to progress our two lead metabolic disease
programs through patient proof-of-concept studies as well as
advance the development of our earlier product candidates.”
By mid-2017, Synlogic plans to initiate a Phase 1 healthy
volunteers study for its lead candidate, SYNB1020, which is for the
potential treatment of Urea Cycle Disorders (UCD) and hepatic
encephalopathy (HE), both diseases where patients experience
elevated ammonia levels. Following success in the first study, the
company plans to open two parallel studies in symptomatic patients
with UCD and HE. The company’s second development candidate
SYNB1618 will be studied in Phenylketonuria (PKU), which is caused
by defective metabolism of the amino acid phenylalanine.
“Following a thorough review of strategic alternatives, we are
delighted to announce this transaction with Synlogic, which we
believe is in the best interest of Mirna’s stockholders,” said Paul
Lammers, M.D., M.Sc., President and Chief Executive Officer of
Mirna. “Synlogic is advancing an exciting potential new class of
medicines supported by a strong drug discovery and development
platform, an experienced management team and a strong set of
investors.”
About the Transaction:
Following the merger, current Synlogic shareholders are expected
to own approximately 83 percent of the combined company and the
current Mirna stockholders will own approximately 17 percent of the
combined company. The exchange ratio is based on Mirna’s expected
cash at the time of the close, and the actual allocation will be
subject to adjustment based on Mirna’s net cash balance at
closing.
The transaction has been approved by the board of directors of
both companies. The merger is currently expected to close in the
third quarter of 2017, subject to the approval of the stockholders
of each company and the satisfaction or waiver of other customary
conditions.
Wedbush PacGrow acted as exclusive strategic advisor to Mirna
for the reverse merger transaction and Latham & Watkins LLP
served as legal counsel to Mirna. Leerink Partners LLC acted as
exclusive financial advisor to Synlogic for the reverse merger and
as exclusive placement agent for the Series C financing, and Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal
counsel to Synlogic.
Management and Organization:
Following the merger, Jose Carlos Gutierrez-Ramos, Ph.D.,
Synlogic’s Chief Executive Officer will become the chief executive
officer of the merged company. The board of directors will be
comprised of seven directors, including two directors currently
serving on Mirna’s board. Upon closing of the transaction, the
merged company will operate under the Synlogic name and the
company’s common stock will trade on the NASDAQ global market under
a ticker symbol to be announced at a later date. The corporate
headquarters will be located in Cambridge, Massachusetts.
Conference Call and Webcast:
The companies will host a conference call to discuss the
proposed transaction as well as Synlogic’s platform and pipeline
assets on May 16, 2017 at 8:30 AM ET. The live webcast can be
accessed on the Events & Presentations page of Mirna’s website
or by dialing +1-844-815-2882 (U.S.) or + 1-213-660-0926 using the
conference ID number 24465241. The conference call will be archived
on both the Mirna and Synlogic websites for at least 30 days.
About Synthetic Biotic™ Medicines:
Synlogic’s innovative new class of Synthetic Biotic medicines
leverages the tools and principles of synthetic biology to
genetically reengineer beneficial, probiotic microbes to perform
critical functions missing or damaged due to disease. The company’s
two lead programs target a group of rare metabolic diseases –
inborn errors of metabolism (IEM). Patients with these diseases are
born with a faulty gene, inhibiting the body’s ability to breakdown
commonly occurring by-products of digestion that then accumulate to
toxic levels and cause serious health consequences. When delivered
orally, these medicines can act from the gut to compensate for the
dysfunctional metabolic pathway and have a systemic effect.
Synthetic Biotic medicines are designed to clear toxic metabolites
associated with specific metabolic diseases and promise to
significantly improve the quality of life for affected
patients.
About Synlogic™
Synlogic™ is pioneering the development of a novel class of
living medicines, Synthetic Biotics™, based on its proprietary drug
discovery and development platform. Synlogic’s initial pipeline
includes Synthetic Biotic medicines for the treatment of rare
genetic diseases, such as Urea Cycle Disorder (UCD) and
Phenylketonuria (PKU). In addition, the company is leveraging the
broad potential of its platform to create Synthetic Biotic
medicines for the treatment of more common diseases, including
liver disease, inflammatory and immune disorders, and cancer.
Synlogic is collaborating with AbbVie to develop Synthetic
Biotic-based treatments for inflammatory bowel disease (IBD). For
more information, please visit synlogictx.com.
About Mirna
Mirna is a biopharmaceutical company that has focused on the
development of microRNA-based oncology therapeutics. Mirna's first
product candidate, MRX34, the first microRNA mimic to enter
clinical development in oncology, was studied as a single agent in
a multicenter Phase 1 clinical trial. In September 2016, Mirna
voluntarily halted enrollment and dosing in the clinical study
following multiple immune-related serious adverse events (SAEs)
observed in patients dosed with MRX34 over the course of the trial.
Subsequently, the U.S. Food and Drug Administration (FDA) notified
the Company that the Investigational New Drug (IND) Application for
MRX34 was placed on full clinical hold. The Company has since
closed the IND and focused on evaluating strategic alternatives,
including the possibility of a merger or sale of the Company.
No Offer or Solicitation:
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No public offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation:
Mirna, Synlogic and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the holders of Mirna common stock in connection with
the proposed transaction. Information about Mirna’s directors and
executive officers is set forth in Mirna’s Annual Report on Form
10-K for the period ended December 31, 2016, which was filed with
the SEC on March 15, 2017. Other information regarding the
interests of such individuals, as well as information regarding
Synlogic’s directors and executive officers and other persons who
may be deemed participants in the proposed transaction, will be set
forth in the proxy statement/prospectus, which will be included in
Mirna’s registration statement when it is filed with the SEC. You
may obtain free copies of these documents as described in the
paragraph below.
Important Additional Information Will be Filed with the
SEC:
In connection with the proposed transaction between Mirna and
Synlogic, Mirna intends to file relevant materials with the SEC,
including a registration statement that will contain a proxy
statement and prospectus. Mirna urges investors and stockholders to
read these materials carefully and in their entirety when they
become available because they will contain important information
about Mirna, the proposed transaction, and related matters.
Investors and stockholders will be able to obtain free copies of
the proxy statement/prospectus and other documents filed by Mirna
with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. In addition, investors and
shareholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed by Mirna with the
SEC by contacting investor relations by mail at Attn: Investor
Relations PO Box 163387 Austin, TX 78716 USA. Investors and
stockholders are urged to read the proxy statement/prospectus and
the other relevant materials when they become available before
making any voting or investment decision with respect to the
proposed transaction.
Forward-Looking Statements
This press release contains “forward-looking statements” that
involve substantial risks and uncertainties for purposes of the
safe harbor provided by the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical
facts, included in this press release regarding strategy, future
operations, future financial position, future revenue, projected
expenses, prospects, plans and objectives of management are
forward-looking statements. In addition, when or if used in this
press release, the words “may,” “could,” “should,” “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and
similar expressions and their variants, as they relate to Mirna,
Synlogic or the management of either company, before or after the
aforementioned merger, may identify forward-looking statements.
Examples of forward-looking statements, include, but are not
limited to, statements relating to the timing and completion of the
proposed merger; Mirna’s continued listing on the NASDAQ Global
Market until closing of the proposed merger; the combined company’s
listing on the NASDAQ Global Market after closing of the proposed
merger; expectations regarding the capitalization, resources and
ownership structure of the combined company; the approach Synlogic
is taking to discover and develop novel therapeutics using
synthetic biology; the adequacy of the combined company’s capital
to support its future operations and its ability to successfully
initiate and complete clinical trials; the nature, strategy and
focus of the combined company; the difficulty in predicting the
time and cost of development of Synlogic’s product candidates; the
executive and board structure of the combined company; and
expectations regarding voting by Mirna’s and Synlogic’s
stockholders. Actual results could differ materially from those
contained in any forward-looking statement as a result of various
factors, including, without limitation: the risk that the
conditions to the closing of the transaction are not satisfied,
including the failure to timely or at all obtain stockholder
approval for the transaction; uncertainties as to the timing of the
consummation of the transaction and the ability of each of Mirna
and Synlogic to consummate the transaction; risks related to
Mirna’s ability to correctly estimate its operating expenses and
its expenses associated with the transaction; the ability of Mirna
or Synlogic to protect their respective intellectual property
rights; unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction; and legislative, regulatory, political and economic
developments. The foregoing review of important factors that could
cause actual events to differ from expectations should not be
construed as exhaustive and should be read in conjunction with
statements that are included herein and elsewhere, including the
risk factors included in Mirna’s Quarterly Report on Form 10-Q
filed with the SEC on May 9, 2017. Mirna can give no assurance that
the conditions to the transaction will be satisfied. Except as
required by applicable law, Mirna undertakes no obligation to
revise or update any forward-looking statement, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170516005640/en/
MEDIA:SynlogicCourtney Heath,
617-872-2462courtney@scientpr.comorMirna TherapeuticsBrad
Miles,
646-513-3125bmiles@bmccommunications.comorINVESTORS:SynlogicChristina
Tartaglia, 212-362-1200christina@sternir.comorMirna
TherapeuticsAlan Fuhrman, 512-901-0950afuhrman@mirnarx.com
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