Mirna Therapeutics Announces Results of Annual Meeting of Stockholders
August 25 2017 - 8:15AM
Business Wire
Mirna Therapeutics, Inc. (Mirna) (NASDAQ: MIRN) announced today
that, based upon the final vote count certified by the independent
inspector of elections for the annual meeting of stockholders held
August 24, 2017, its stockholders approved all of the
merger-related proposals, including: (i) the Agreement and Plan of
Merger and Reorganization, dated as of May 15, 2017, by and among
Mirna, Meerkat Merger Sub, Inc. and Synlogic, Inc. (Synlogic), and
the transactions contemplated thereby, including the merger and the
issuance of Mirna’s common stock to Synlogic’s stockholders
pursuant to the Agreement and Plan of Merger and Reorganization,
(ii) an amendment to the amended and restated certificate of
incorporation of Mirna to effect a reverse stock split of Mirna’s
common stock, at a ratio of one new share for every five to nine
shares outstanding and (iii) an amendment to the amended and
restated certificate of incorporation of Mirna to change the
corporate name of Mirna from “Mirna Therapeutics, Inc.” to
“Synlogic, Inc.” As a result of the stockholders’ approval of the
reverse stock split, the Board of Directors of Mirna approved a
reverse stock split of Mirna’s common stock at a ratio of one new
share for every seven shares outstanding. The reverse stock split
will become effective at 5:00 p.m. EST on August 25, 2017. Subject
to the satisfaction of customary closing conditions, the closing of
the merger with Synlogic is expected to occur on August 28, 2017.
The consolidated common shares for the combined company, which will
be renamed Synlogic, Inc., are expected to commence trading on The
NASDAQ Capital Market under the symbol “SYBX” on August 28,
2017.
“We are pleased to have received such strong support for this
transaction from our stockholders, with approximately 94.7% of the
stockholder votes cast at the meeting approving the merger,” stated
Paul Lammers, M.D., M.Sc., Mirna’s President and Chief Executive
Officer.
In addition to the merger related proposals, Mirna’s
stockholders also (i) approved the election of Lawrence M. Alleva
and Michael Powell, Ph.D., to Mirna’s Board of Directors for three
year terms set to expire no later than in 2020 and (ii) ratified
the selection, by the Audit Committee of Mirna’s Board of
Directors, of Ernst & Young LLP as the independent registered
public accounting firm of the Mirna for its fiscal year ending
December 31, 2017.
About MirnaMirna 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
Company.
About Synlogic™Synlogic is pioneering the development of
a novel class of living treatments, Synthetic BioticTM medicines,
based on its proprietary drug 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 synlogictx.com.
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.
Forward-Looking StatementsThis 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 and Mirna’s most recent
Registration Statement on Form S-4 filed with the SEC. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170825005053/en/
For Mirna Therapeutics, Inc.Brad Miles,
646-513-3125bmiles@bmccommunications.comorAlan Fuhrman,
512-901-0950afuhrman@mirnarx.com
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