Market Overview

My goal is to be on stage with my computer and let you
see my screen and make sure you know what buttons to
press, where you’re getting in & out, how to calculate
risk, your targets — all of those things.
It’s real-life trading. Make sure you sign up!
- Jerremy Newsome

Synlogic and Mirna Therapeutics Agree to Merger


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

"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,

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

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

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
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 Comments and Join the Discussion!
Lightning Fast
Market News Service
$199 Free 14 Day Trial