Signal Genetics, Miragen to Merge for Micro-RNA DrugsBy
Signal Genetics, a Carlsbad, California- based commercial-stage molecular diagnostic company, and Miragen Therapeutics, a Boulder, Colorado-based privately-held biopharmaceutical company have entered into a definitive merger agreement under which the stockholders of miRagen are to become holders of approximately 96% of Signal’s outstanding common stock. The proposed merger remains subject to certain conditions, including approval by Signal’s and miRagen’s stockholders.
In conjunction with the proposed merger, an investor syndicate comprised of existing miRagen investors and new investors has committed to invest approximately $40 million in miRagen immediately prior to the closing of the proposed merger. The investor syndicate includes Fidelity Management and Research Company, Brace Pharma Capital, Atlas Venture, Boulder Ventures, JAFCO, MP Healthcare Venture Management, MRL Ventures (a venture fund of Merck & Co.), Remeditex Ventures, and others.
The merged entity will be a clinical-stage biopharmaceutical company that will develop micro RNA-targeted clinical product candidates for hematological malignancies and pathological fibrosis as well as preclinical product candidates for cardiovascular and neurodegenerative diseases. The total cash balance of the combined company upon the closing of the proposed merger and the financing is expected to exceed $50 million.
Under the agreement, existing miRagen stockholders as well as investors in miRagen’s concurrent financing will receive newly issued shares of Signal common stock. The proposed merger has been unanimously approved by the boards of directors of both companies. The directors and executive officers of Signal will resign from their positions upon the closing of the proposed merger, and the combined company will be under the leadership of miRagen’s current executive management team with William Marshall serving as president and chief executive officer. Following the closing of the proposed merger, the board of directors of the combined company is expected to consist of eight members, all of whom will be designated by miRagen. The corporate headquarters will be located in Boulder, Colorado.
Source: Signal Genetics