Synlogic, Inc.

SYBX: 8-K · acquisition merger

Synlogic, Inc. has entered into a definitive agreement to merge with Caldera Therapeutics, Inc. under a newly formed parent company, Sonic Holdco, Inc. The transaction is structured as a tax-free reorganization where Synlogic will survive as a wholly owned subsidiary of the new parent. Under the terms of the agreement, Synlogic is assigned an equity value of $18.0 million, subject to net cash adjustments. This valuation implies that pre-merger Synlogic equityholders will own approximately 2.3% of the combined company on a fully diluted basis, while Caldera equityholders will own approximately 62.8%. The closing of the transaction is contingent upon Synlogic stockholder approval, the effectiveness of a Form S-4 registration statement, and the consummation of a $278.0 million concurrent financing by Caldera. Additionally, Synlogic amended its outstanding warrants to reduce the exercise price from $3.408 to $0.70 per share.

SEC 8-K•2mo ago

Synlogic and Caldera Therapeutics Announce Merger Agreement and Concurrent Private Placement

Synlogic will merge with privately held Caldera Therapeutics in an all-stock transaction, creating a combined company focused on Caldera's lead asset CLD-423, a bispecific antibody for inflammatory bowel disease. The merger is supported by an upsized $278 million private placement from a syndicate of institutional investors, providing cash runway expected to fund operations into 2029. Upon closing, Synlogic shareholders will own approximately 2.3% of the combined company, which will operate under the name Caldera Therapeutics and trade on the Nasdaq Capital Market under the ticker symbol CALD.

•2mo ago