Synlogic and Caldera Therapeutics have signed a definitive merger agreement aimed at combining in an all-stock transaction.
The companies will become 100%-owned subsidiaries of Caldera Therapeutics, a newly formed holding company.
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This combined company intends to apply for a listing on the Nasdaq Capital Market under the “CALD” ticker symbol.
To support the proposed merger, Caldera has arranged an upsized concurrent private placement projected to generate around $278m in gross proceeds.
A syndicate of healthcare institutional investors and mutual funds have committed to the private placement.
Participants include Atlas Venture, Bain Capital Life Sciences, Blackstone Multi-Asset Investing, Janus Henderson Investors, LAV, Omega Funds, Sirenia Capital Management LP, TCGX, venBio Partners, Vivo Capital, Wellington Management, and others.
This financing is planned to support the Phase II clinical development of Caldera’s CLD-423 in ulcerative colitis and Crohn’s disease.
The cash and cash equivalents of the merged company at closing, along with proceeds from the simultaneous private placement, are anticipated to support its operations until 2029. The financing is set to conclude alongside the merger, pending the fulfilment of standard closing conditions.
Following the merger, Caldera Therapeutics will focus on advancing CLD-423, an investigational bispecific antibody intended to simultaneously target TL1A and IL-23p19 pathways for the treatment of inflammatory bowel disease (IBD) and other immune-mediated diseases.
CLD-423 is currently being studied in a Phase I clinical trial in healthy volunteers in Australia, which began in January 2026.
Dosing in the study has concluded, and early unblinded data from single ascending dose cohorts showed the candidate was generally well tolerated and displayed no dose-limiting toxicities.
Caldera CEO Praveen Tipirneni said: “In just over a year, we’ve shown our team’s ability to open up a lead with compelling data from a molecule poised to deliver the next horizon of I&I [immunology and inflammation] therapy.
“These transactions provide the capital and public company platform to advance our vision as we move into Phase II development in IBD and continue exploring the potential of CLD-423 across additional immune-mediated diseases.”
The transaction will see Caldera shareholders hold approximately 62.8% of the combined company, Synlogic shareholders 2.3%, and private placement investors around 34.9%.
The deal and financing remain subject to shareholder approvals and customary closing conditions. Approved by the companies’ board of directors, the transaction is expected to complete by early 2027.
