Biotech Values

[DewDiligence]

Tobira Therapeutics reverse merges into RGDO shell:

http://www.sec.gov/Archives/edgar/data/1311596/000119312515010146/d851782d424b3.htm

Regado Biosciences, Inc. and Tobira Therapeutics, Inc. today announced that they have entered into a definitive agreement under which privately-held Tobira will merge with a wholly-owned subsidiary of Regado in an all-stock transaction.

The merger will create a company focused on the development of novel treatments for liver and inflammatory diseases. Tobira's lead product, immunomodulator and anti-fibrotic agent cenicriviroc (CVC), received Fast Track Designation and is currently in a Phase 2b trial in non-alcoholic steatohepatitis (NASH). Upon closing of the transaction, Regado will be renamed Tobira Therapeutics, Inc., and will be under the leadership of Tobira's chief executive officer, Laurent Fischer, M.D.

A Tobira investor syndicate has committed to invest up to $22 million in the combined company. This financing is expected to fully fund the CVC development program through the completion of the Phase 2b program.

…current Regado shareholders will own approximately 32% of the combined company and current Tobira shareholders will own approximately 68% of the combined company (determined before accounting for the financing transaction discussed above)… The merger is expected to close in the second quarter of 2015, subject to the approval of the stockholders of each company…

Tobira had intended to IPO, but the reverse merger is a quicker and easier path to the public market. That RGDO shareholders will own about 1/3 of the new company—prior to the new $22 financing—is attributable only to RGDO’s cash balance (about $40M) and its public listing. RGDO has no clinical programs that will go forward (#msg-105617363).

CC next week (1/20/15 at 8:30am ET).