Synlogic and Caldera Therapeutics agree to all-stock merger

Synlogic, Inc. (OTC: SYBX) and privately held Caldera Therapeutics, Inc. have entered into a definitive all-stock merger agreement, with the combined company planning to operate under the Caldera Therapeutics name and apply to list on the Nasdaq Capital Market under the ticker symbol "CALD."

Under the merger terms, pre-merger Synlogic stockholders are expected to own approximately 2.3% of the combined company, pre-merger Caldera stockholders approximately 62.8%, and investors in a concurrent private placement approximately 34.9%.

Caldera has secured commitments for a $278 million private placement from a syndicate of institutional investors and mutual funds, including Bain Capital Life Sciences, TCGX, Atlas Venture, Wellington Management, Janus Henderson Investors, Blackstone Multi-Asset Investing, and others. The proceeds, combined with cash on hand at closing, are expected to fund operations into 2029 and support Phase 2 clinical trials of CLD-423 in ulcerative colitis and Crohn's disease.

CLD-423 is an investigational bispecific antibody designed to simultaneously inhibit the TL1A and IL-23p19 pathways for inflammatory bowel disease and other immune-mediated diseases. The drug is currently in a Phase 1 healthy volunteer trial in Australia, which commenced in January 2026 and has completed dosing. Early data from four single ascending dose cohorts showed the drug was generally well tolerated with no dose-limiting toxicities, a serum half-life exceeding 40 days, and approximately 80% subcutaneous bioavailability.

Caldera holds exclusive worldwide rights to CLD-423 under a license agreement with Qyuns Therapeutics Co., Ltd.

The transaction has been approved by both companies' boards and is expected to close by early 2027, subject to stockholder approval, SEC registration effectiveness, and other customary closing conditions. Caldera's chief executive officer, Praveen Tipirneni, will lead the combined company.

Lucid Capital Markets is advising Synlogic. Jefferies, TD Cowen, Guggenheim Securities, UBS Investment Bank, and LifeSci Capital are serving as placement agents to Caldera.

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