Mirna Therapeutics,Inc. (NASDAQ:RGLS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive
Agreement.
CPRIT Agreements
On May11, 2017, Mirna Therapeutics,Inc., a Delaware corporation
(Mirna), entered
into a letter agreement (the Letter Agreement)
with the Cancer Prevention and Research Institute of Texas
(CPRIT) related to
that certain Cancer Research Grant Contract, effective as of
August1, 2010, by and between Mirna and CPRIT (the
2010
Contract) and that certain Cancer Research Grant
Contract, effective as of June1, 2014, by and between Mirna and
CPRIT (the 2014 Contract).
On May11, 2017, Mirna and CPRIT entered into an attachment (the
2010
Amendment) to amend the 2010 Contract. Under the
2010 Contract, Mirna previously agreed to repay grant proceeds to
CPRIT under certain circumstances following the term of the 2010
Contract. to the Letter Agreement and the 2010 Amendment, Mirna
has agreed to repay CPRIT $5 million within five business days of
May11, 2017 as consideration for the termination of certain grant
repayment and other obligations under the 2010 Contract, among
other changes to the 2010 Contract.
The foregoing descriptions of the Letter Agreement and the 2010
Amendment are not complete and are qualified in their entirety by
reference to the full text of the Letter Agreement and the 2010
Amendment, respectively, which will be filed as exhibits to
Mirnas Quarterly Report on Form10-Q for the quarterly period
ending June30, 2017.
Agreement and Plan of Merger
On May15, 2017, Mirna, Meerkat Merger Sub,Inc., a Delaware
corporation and a wholly owned subsidiary of Mirna
(Merger
Sub), and Synlogic,Inc., a Delaware corporation
(Synlogic),
entered into an Agreement and Plan of Merger and Reorganization
(the Merger
Agreement), to which, among other matters, and
subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement, Merger Sub will merge with and into
Synlogic, with Synlogic continuing as a wholly owned subsidiary
of Mirna and the surviving corporation of the merger (the
Merger). The
Merger is intended to qualify for federal income tax purposes as
a tax-free reorganization under the provisions of Section368(a)of
the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions of the Merger Agreement, at
the closing of the Merger, (a)each outstanding share of Synlogic
common stock and Synlogic preferred stock will be converted into
the right to receive a number of shares of Mirnas common stock
(Mirna Common
Stock) equal to the exchange ratio described below;
and (b)each outstanding Synlogic stock option that has not
previously been exercised prior to the closing of the Merger will
be assumed by Mirna.
Under the exchange ratio formula in the Merger Agreement, as of
immediately after the Merger, the former Synlogic securityholders
are expected to own approximately 83.18% of the outstanding
shares of Mirna Common Stock on a fully-diluted basis and
securityholders of Mirna as of immediately prior to the Merger
are expected to own approximately 16.82% of the outstanding
shares of Mirna Common Stock on a fully-diluted basis. The
exchange ratio will be adjusted to the extent that Mirnas net
cash at closing is greater than or less than $40 million, as
described further in the Merger Agreement.
Consummation of the Merger is subject to certain closing
conditions, including, among other things, approval by the
stockholders of Mirna and Synlogic, and Mirnas satisfaction of a
minimum net cash threshold of $33.5 million at closing. In
accordance with the terms of the Merger Agreement, (i)certain
executive officers, directors and stockholders of Synlogic
(solely in their respective capacities as Synlogic stockholders)
holding approximately 79% of the outstanding Synlogic capital
stock (giving effect to Synlogics recent SeriesC financing) have
entered into support agreements with Mirna to vote all of their
shares of Synlogic capital stock in favor of adoption of the
Merger Agreement (the Synlogic Support
Agreements) and (ii)certain executive officers,
directors and stockholders of Mirna (solely in their respective
capacities as Mirna stockholders) holding approximately 32% of
the outstanding Mirna common stock have entered into support
agreements with Synlogic to vote all of their shares of Mirna
common stock in favor of approval of the Merger Agreement (the
Mirna Support
Agreements, together with the Synlogic Support
Agreements, the Support
Agreements). The Support Agreements include
covenants with respect to the voting of such shares in favor of
approving
the transactions contemplated by the Merger Agreement and
against any competing acquisition proposals and place certain
restrictions on the transfer of the shares of Mirna and
Synlogic held by the respective signatories thereto.
Concurrently with the execution of the Merger Agreement,
certain officers, directors and stockholders of Mirna holding
approximately 32% of the outstanding Mirna common stock and
certain officers, directors and stockholders of Synlogic
holding approximately 84% of the Synlogic capital stock (giving
effect to Synlogics recent SeriesC financing) have entered into
lock-up agreements (the Lock-Up
Agreements) to which they accepted certain
restrictions on transfers of shares of Mirna Common Stock for
the 180-day period following the closing of the Merger.
The Merger Agreement contains certain termination rights for
both Mirna and Synlogic, and further provides that, upon
termination of the Merger Agreement under specified
circumstances, either party may be required to pay the other
party a termination fee of $2.0 million, or in some
circumstances reimburse the other partys expenses up to a
maximum of $1.0 million.
At the effective time of the Merger, the Board of Directors of
Mirna is expected to consist of seven members, five of whom
will be designated by Synlogic and two of whom will be
designated by Mirna.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement,
the form of Synlogic Support Agreement, the form of Mirna
Support Agreement and the form of Lock-Up Agreement, which are
filed as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, and
which are incorporated herein by reference. The Merger
Agreement has been attached as an exhibit to this Current
Report on Form8-K to provide investors and securityholders with
information regarding its terms. It is not intended to provide
any other factual information about Synlogic or Mirna or to
modify or supplement any factual disclosures about Mirna in its
public reports filed with the Securities and Exchange
Commission (the SEC). The
Merger Agreement includes representations, warranties and
covenants of Synlogic and Mirna made solely for the purpose of
the Merger Agreement and solely for the benefit of the parties
thereto in connection with the negotiated terms of the Merger
Agreement. Investors should not rely on the representations,
warranties and covenants in the Merger Agreement or any
descriptions thereof as characterizations of the actual state
of facts or conditions of Synlogic, Mirna or any of their
respective affiliates. Moreover, certain of those
representations and warranties may not be accurate or complete
as of any specified date, may be subject to a contractual
standard of materiality different from those generally
applicable to SEC filings or may have been used for purposes of
allocating risk among the parties to the Merger Agreement,
rather than establishing matters of fact.
Forward-Looking Statements
This communication 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 communication 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 communication, 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; Mirnas continued listing on
the NASDAQ Global Market until closing of the proposed merger;
the combined companys 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 companys 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 Synlogics product candidates; the
executive and board structure of the combined company; and
expectations regarding voting by Mirnas and Synlogics
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 Mirnas 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 Mirnas Quarterly Report on
Form10-Q filed with the SEC on May9, 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.
No Offer or Solicitation
This communication is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe
for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote in any jurisdiction
to the proposed transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus
meeting the requirements of Section10 of the United States
Securities Act of 1933, as amended. Subject to certain
exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do
so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or
instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or
foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.
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 shareholders 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 stockholders 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. 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.
Participants in the Solicitation
Mirna and Synlogic, and each of their respective directors and
executive officers and certain of their other members of
management and employees, may be deemed to be participants in
the solicitation of proxies in connection with the proposed
transaction. Information about Mirnas directors and executive
officers is included in Mirnas Annual Report on Form10-K for
the year ended December31, 2016, filed with the SEC on March15,
2017. Additional information regarding these persons and their
interests in the transaction will be included in the proxy
statement relating to the transaction when it is filed with the
SEC. These documents can be obtained free of charge from the
sources indicated below.
Item1.02 Termination of a Material
Definitive Agreement.
On May11, 2017, Mirna and CPRIT entered into an attachment (the
2014
Amendment) to the 2014 Contract. to the Letter
Agreement and 2014 Amendment, Mirna and CPRIT have agreed to
terminate the 2014 Contract effective as of May11, 2017.
The foregoing description of the 2014 Attachment is not
complete and is qualified in its entirety by reference to the
full text of the 2014 Amendment, which will be filed as an
exhibit to Mirnas Quarterly Report on Form10-Q for the
quarterly period ending June30, 2017.
Item7.01 Regulation FD
Disclosure.
Mirna and Synlogic will host a joint conference call on May16,
2017 at 8:30 a.m.Eastern Time to discuss the proposed Merger. A
live audio webcast of the management presentation will be
available at investor.mirnarx.com. Alternatively, callers may
listen to the
conference call by phone by dialing 1-844-815-2882 (U.S.) or
1-213-660-0926. The conference ID number is 22587340. The
webcast will be archived on Mirnas website for at least 30
days.
By filing the information in this Item 7.01 of this Current
Report on Form8-K, Mirna makes no admission as to the
materiality of any information in this report. The information
contained herein is intended to be considered in the context of
Mirnas filings with the SEC and other public announcements that
Mirna makes, by press release or otherwise, from time to time.
Mirna undertakes no duty or obligation to publicly update or
revise the information contained in this report, although it
may do so from time to time as its management believes is
appropriate. Any such updating may be made through the filing
of other reports or documents with the SEC, through press
releases or through other public disclosure.
Item 8.01 Other Events.
Attached as Exhibit99.1 is a copy of the joint press release
issued by Mirna and Synlogic on May16, 2017 announcing the
execution of the Merger Agreement.
On May16, 2017, a representative of Synlogic sent an email to
Synlogics vendors, business partners and industry contacts
announcing the Merger Agreement. A copy of the email is
attached hereto as Exhibit99.2 and is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
Reference is made to the ExhibitIndex included with this
Current Report on Form8-K.
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
|
Date: May16, 2017 |
MIRNA THERAPEUTICS,INC. |
||
|
By: |
|||
|
/s/ Paul Lammers |
|||
|
Name: |
Paul Lammers, M.D., M.Sc. |
||
|
Title: |
President and Chief Executive Officer |
EXHIBITINDEX
|
ExhibitNo. |
|
Description |
|
|
|
|
|
2.1* |
Agreement and Plan of Merger, dated as of May15, 2017, by |
|
|
2.2 |
Formof Support Agreement, by and between Mirna |
|
|
2.3 |
Formof Support Agreement, by and between Synlogic,Inc. |
|
|
2.4 |
Formof Lock-Up Agreement, by and between Mirna |
|
|
99.1 |
Joint Press Release issued May16, 2017 by Mirna |
|
|
99.2 |
Email to Synlogic,Inc. vendors, business partners and |
* Certain schedules and exhibits to the Merger Agreement have
been omitted
About Mirna Therapeutics, Inc. (NASDAQ:RGLS)
Regulus Therapeutics Inc. is a biopharmaceutical company focused on discovering and developing drugs that target microRNAs to treat a range of diseases. The Company uses its microRNA product platform to develop chemically modified, single-stranded oligonucleotides that the Company calls anti-miRs to modulate microRNAs and return diseased cells to their healthy state. The Company’s Regulus microMarkers division is focused on identifying microRNAs as biomarkers of human disease. It has a research collaboration with Biogen focused on the discovery of microRNAs as biomarkers for multiple sclerosis and has completed research for another pharmaceutical company to explore microRNAs as biomarkers for specific patient populations. The Company is developing RG-101, an N-Acetylgalactosamine (GalNAc)-conjugated anti-miR targeting miR-122; RG-012, an anti-miR targeting microRNA-21 for the treatment of Alport syndrome, and RG-125, a GalNAc-conjugated anti-miR targeting microRNA-103/107. Mirna Therapeutics, Inc. (NASDAQ:RGLS) Recent Trading Information
Mirna Therapeutics, Inc. (NASDAQ:RGLS) closed its last trading session up +0.05 at 1.50 with 417,602 shares trading hands.
