Redx Pharma is making its second attempt to go public in a reverse merger, announcing Monday that it will combine with Skye Bioscience to create a new company that will trade on NASDAQ as Fibrx Therapeutics.
The deal, expected to close in the fourth quarter, comes more than three years after Redx first tried to combine with another drugmaker. In early 2023, it moved to merge with Jounce Therapeutics, but Concentra Biosciences countered with a takeover bid, ultimately winning out over Redx.
Redx's new merger target is Skye, which had been developing peripheral CB1 inhibitor nimacimab as a potential weight-loss treatment, though it failed to significantly reduce weight versus placebo in a Phase IIa trial last year.
Led by Redx's management team, including its CEO Lisa Anson, Fibrx will advance Redx's fibrosis assets, including lead programme RXC008. The Phase II-ready gastrointestinal-restricted pan-ROCK inhibitor is being developed for fibrostenotic Crohn’s disease. During Digestive Disease Week in May, Redx shared Phase I data supporting RXC008's safety profile and confirming a potential target engagement marker.
Fibrx will also move another candidate — an unnamed domain receptor (DDR) inhibitor — into the clinic next year for fibrotic diseases of the kidney, lung and liver.
Another asset from Redx's pipeline, selective ROCK2 inhibitor zelasudil (RXC007), is open for partnering. The experimental treatment completed a Phase II trial in patients with idiopathic pulmonary fibrosis and has the potential to treat interstitial lung diseases, cancer associated fibrosis and metabolic dysfunction-associated steatohepatitis, the company said.
“This transaction gives Redx the capital and the platform to progress our pipeline," Anson said in a company release. Following the merger, Fibrx will launch a Phase II study of RXC008, with topline data expected in the second half of 2028.
To ensure Fibrx will have sufficient runway through to that mid-stage readout, the combined company is also pocketing about $125 million through a series of financings intended to keep it operational into 2029.
First, it's raising $68 million through a private placement from a syndicate of new and existing investors including Abingworth, British Business Bank, NEXTBio Capital, 5AM Ventures and Redmile.
To support the PIPE, Skye is signing an agreement with a Redmile-affiliated fund for an equity line facility of up to $22 million. At close, Skye will issue Redmile a warrant to purchase shares for $5 million.
Redx is also pulling in $36 million from a Series A led by Abingworth with participation from British Business Bank and Redmile.
Under the transaction terms, Skye equity holders will own about 5.4% of the combined company, while Redx's equity holders will own 46.2% and investors in the concurrent financing will have a 48.5% stake.
In addition, Skye equity holders will receive one contingent value right (CVR) per share entitling them to 90% of net proceeds from any monetisation of nimacimab within 12 months of the deal close. Redx's shareholders will also receive one CVR per share, though theirs is linked to the company's legacy and partnered assets; the CVR entitles them to 100% of net proceeds in the 15 years following the deal's close.
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