Full Press Release Details
Solid Biosciences Announces Acquisition of AavantiBio and Concurrent $75 Million Private Placement
- Transactions to create a precision genetic medicine company focused on neuromuscular and cardiac rare diseases, led by industry veteran
and current AavantiBio CEO, Bo Cumbo -
- Strong synergies expected by combining key assets, including product candidates for
Duchenne muscular dystrophy, Friedreich s ataxia, BAG3 mediated dilated cardiomyopathy and other undisclosed cardiac diseases, novel capsid libraries, and personnel -
- Combined company is expected to have approximately $215 million in cash and investments, which is expected to fund the combined
company into 2025 and support attainment of key milestones for lead gene therapy programs -
- Companies to Host Conference Call
today, September 30, 2022 at 8:00 AM ET -
CHARLESTOWN, Mass. and CAMBRIDGE, Mass., September 30, 2022 Solid Biosciences Inc.
(Nasdaq: SLDB), a life sciences company focused on advancing meaningful therapies for Duchenne muscular dystrophy (Duchenne), and AavantiBio, Inc., a privately-held gene therapy company focused on transforming the lives of patients with
Friedreich s ataxia and rare cardiomyopathies, today announced that the companies have entered into a definitive merger agreement whereby Solid will acquire AavantiBio, including its pipeline assets and net cash. The combined company will focus
on advancing a portfolio of neuromuscular and cardiac programs, led by SGT-003, a differentiated gene transfer candidate, for the treatment of Duchenne. Additional pipeline programs include AVB-202, a gene transfer candidate for the treatment of Friedreich s ataxia, AVB-401 for BAG3 mediated dilated cardiomyopathy, and additional assets for the treatment of
undisclosed cardiac diseases. Following approval by Solid stockholders, the combined company will operate as Solid Biosciences, will trade on Nasdaq under the ticker symbol SLDB and Bo Cumbo, the current Chief Executive Officer of
AavantiBio, will assume the role of President and CEO of Solid Biosciences.
In support of the acquisition, Solid announced it has entered into a
securities purchase agreement with a select group of institutional investors and accredited investors for a $75 million private placement that is expected to close concurrently with the closing of the merger. The private placement is being led
by existing investors Perceptive Advisors, LLC, RA Capital Management and Bain Capital Life Sciences, and other new and existing investors participating in the private placement include CaaS Capital Management, Invus, Laurion Capital Management and
Pura Vida Investments.
Immediately following the closing of the merger and financing, the total cash and investments of the
combined company is expected to be approximately $215 million. Solid expects this will be sufficient to fund the combined company s planned operating expenses and capital expenditure requirements into 2025 and enable the potential
attainment of key milestones for the combined company s lead programs. The merger and private placement are expected to close in the fourth quarter of 2022, subject to customary closing conditions.
I created Solid with my wife, Annie, and our co-founders nearly ten years ago, to bring meaningful treatment
options to patients and families who, like ours, live with the devastating consequences of Duchenne muscular dystrophy, said Ilan Ganot, President, Chief Executive Officer and Co-Founder of Solid
Biosciences. This acquisition provides exciting opportunities to bring our potentially best-in-class Duchenne gene transfer candidate, SGT-003, to patients and to expand our portfolio with innovative gene therapies designed to address significant unmet need in additional, adjacent rare disease indications. Bo Cumbo will assume the role of President
and CEO and is a seasoned biotech executive with extensive expertise in bringing products through development and commercialization. I look forward to helping Bo with the leadership transition following the acquisition, and I am grateful to the
investors who continue to support Solid s critical efforts.
I am excited for the opportunity to lead Solid Biosciences and to help build
a leading genetic medicine company with a focus on neuromuscular and cardiac rare diseases, said Bo Cumbo, President and Chief Executive Officer of AavantiBio. The Solid team has done incredible work in advancing Duchenne gene therapy,
and its commitment to the Duchenne community aligns with AavantiBio s patient-centric mission of bringing new therapies that can positively improve the quality of life of rare disease patients and their families. I also look forward to
advancing our library of next generation cardiac and skeletal muscle capsids to extend our opportunities to bring treatment options to more people in need.
About The Combined Company Pipeline
The combined company
will have a diversified pipeline across neuromuscular and cardiac diseases with indications Solid believes are characterized by high unmet need, clear mechanistic rationale and significant market opportunities.
Duchenne Muscular Dystrophy
neuromuscular disease caused by mutations in the gene encoding dystrophin that lead to the absence or near-absence of functional dystrophin protein. Today, Solid announced it has made the strategic decision to prioritize SGT-003, its next-generation adeno-associated virus (AAV) gene transfer therapy candidate that utilizes a rationally designed, novel muscle-tropic AAV capsid (AAV-SLB101), to
deliver Solid s proprietary and differentiated neuronal nitric oxide synthase (nNOS) microdystrophin protein. Solid also announced it will be pausing activities for its first-generation gene transfer therapy candidate SGT-001. Solid intends to complete currently ongoing SGT-001 preclinical and manufacturing activities in order to be in a position to reactive the program in the future, if
Development activities for SGT-003 continue and Solid anticipates submitting an investigational new drug
application (IND) for SGT-003 in mid-2023 and, subject to IND clearance, initiating patient dosing in late-2023.
Friedreich s Ataxia (FA)
FA is a rare inherited neuromuscular disease that causes progressive nervous system damage and movement problems.
AVB-202, AavantiBio s lead AAV gene transfer therapy candidate in preclinical development, utilizes a dual route of administration to more rigorously target disease pathology. Preclinical data from three
animal models, including mouse and nonhuman primate, supported preclinical proof of concept. Solid is anticipating an IND submission for AVB-202 in the second half of 2024.
BAG3 Mediated Dilated Cardiomyopathy (BAG3) and Undisclosed Cardiac Diseases
BAG3 is a rare cardiac disease and is characterized by mutations in the BAG3 gene. Sufficient levels of functional BAG3 are required for healthy cardiac
function. AavantiBio is currently developing AVB-401, a preclinical-stage product candidate, for the treatment of BAG3. Following the acquisition of AavantiBio, Solid will continue to develop AVB-401, as well as two early-stage cardiac programs initially developed by AavantiBio as part of its pipeline activities.
Next generation AAV capsid libraries for targeted tissue delivery
Solid will continue development programs for novel AAV capsids that are expected to enhance select tissue tropism for cardiac and skeletal muscle as well as
reduce liver targeting. The first capsid screened in the Solid-based skeletal muscle library is AAV-SLB101, which is used in SGT-003 and has demonstrated increased
expression and biodistribution compared with AAV9 in multiple preclinical studies. We believe this capsid has the potential to be used in other neuromuscular and cardiac indications. In addition, Solid plans to continue current AavantiBio efforts to
develop novel AAV cardiac-targeted capsids that enhance select tissue tropism and reduce liver targeting.
About the Proposed Transactions, Management
Management and Organization
Following the closing of the transactions, Bo Cumbo, will be the President and Chief Executive Officer of the combined company, which will continue to operate
as Solid Biosciences. The executive leadership team of the combined company will also include Stephen DiPalma, Interim Chief Financial Officer, Carl Morris, Ph.D., Chief Scientific Officer for Neuromuscular Diseases, Jenny Marlowe, Ph.D., Chief
Scientific Officer for Friedreich s Ataxia and Cardiac Pipeline, Roxana Donisa Dreghici, M.D., Head of Clinical Development, Jessie Hanrahan, Ph.D., Chief Regulatory Officer, Paul Herzich, Chief Technology Officer and Ty Howton, Chief
Administrative Officer. Upon the closing of the transactions, Solid will add Bo Cumbo and Adam Koppel, M.D., Ph.D., managing director at Bain Capital Life Sciences to the board of directors. Ilan Ganot will continue to serve on Solid s board of
Pre-combination equity holders of Solid are expected to own approximately 85% of the combined company and pre-combination equity holders of AavantiBio are expected to own
approximately 15% of the combined company, subject to certain adjustments set forth in the merger agreement and in each case before giving effect to the private placement. The merger agreement has been unanimously approved by the Board of Directors
of each company, and by the stockholders of AavantiBio.
In the private placement, Solid agreed to sell 159,574,463 shares of common stock at a price of $0.47 per
share, and upon the closing of the private placement, will receive gross proceeds of $75 million.
The securities to be sold in the private placement
will not be registered under the Securities Act of 1933, as amended (Securities Act), or any state or other applicable jurisdiction s securities laws, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions securities laws. Solid has agreed to file a registration statement with the U.S. Securities and Exchange Commission (SEC)
registering the resale of the shares of common stock issued in the acquisition and in the private placement no later than the 60th day after the closing of the private placement.
The acquisition and private placement are expected to close before the end of 2022 with the private placement closing as of immediately following the
acquisition, subject to approval by the stockholders of Solid and the satisfaction of other customary closing conditions.
BofA Securities acted as the
sole placement agent for the private placement made to institutional investors. Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to Solid Biosciences. Sidley Austin LLP is acting as legal counsel to AavantiBio.
Conference Call Information
The companies will host a
conference call today, September 30, 2022, at 8:00 a.m. ET, to discuss the transactions. A live webcast of the call will be available on Solid s website at www.solidbio.com under the News & Events tab in the
Investor Relations section, or by clicking here. Participants may also access the call by dialing 877-407-2991 (domestic) or 201-389-0925 (international) five minutes prior to the start of the call and providing the Conference ID 13733092.
The archived webcast will be available in the News and Events section of Solid s website.
About Solid Biosciences Inc.
Solid Biosciences is a life
sciences company focused on advancing transformative treatments to improve the lives of patients living with Duchenne. Disease-focused and founded by a family directly impacted by Duchenne, our mandate is simple yet comprehensive work to
address the disease at its core by correcting the underlying mutation that causes Duchenne with our gene therapy candidate and SGT-003. For more information, please visit www.solidbio.com.
SGT-003 is Solid s next-generation AAV gene transfer therapy candidate that utilizes a rationally designed, novel
muscle-tropic AAV capsid, called AAV-SLB101, to deliver Solid s proprietary and differentiated nNOS microdystrophin for the treatment of Duchenne. AAV-SLB101 has
demonstrated enhanced muscle biodistribution and transgene expression, as well as reduced liver tropism, compared with AAV9 in in vivo mouse models and, utilizing a reporter transgene, non-human primate in
vivo models. SGT-003 has correspondingly demonstrated higher levels of microdystrophin expression in vivo in the mdx mouse model of Duchenne and in vitro in human Duchenne cell lines. Solid is targeting an IND
submission for SGT-003 in mid-2023.
About AavantiBio, Inc.
AavantiBio is a gene therapy company focused on advancing innovative gene therapies in areas of high unmet medical need, including a lead program in
Friedreich s ataxia, a rare inherited genetic disease that causes cardiac and central nervous system dysfunction, and programs in dilated or hypertrophic cardiomyopathies, and a next generation cardiac capsid library. The company benefits from
strategic partnerships with the University of Florida s Powell Gene Therapy Center and the MDA Care Center at UF Health where AavantiBio s co-founders and renowned gene therapy researchers Barry
Byrne, M.D., Ph.D. and Manuela Corti, P.T., Ph.D. maintain their research and clinical practices. Learn more at www.aavantibio.com.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding: future expectations, plans and prospects for Solid, AavantiBio and the combined
company following the anticipated consummation of the proposed merger; the anticipated benefits of the merger; the anticipated timing of the merger and private placement; the anticipated milestones, business focus and pipeline of the combined
company; the expected cash and investments of the combined company at closing of the transactions and the cash runway of the combined company; the excepted management team and board of directors of the combined company; Solid s SGT-003 program, including expectations for filing an IND and initiating dosing; AavantiBio s AVB-202 program and AVB-401 program,
including expectations for filing an IND for AVB-202, and other statements containing the words anticipate, believe, continue, could, estimate,
expect, intend, may, plan, potential, predict, project, should, target, would, working and similar expressions. Any
forward-looking statements are based on management s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or
implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with: completion of the proposed merger and private placement in a timely manner or on the anticipated
terms or at all; the satisfaction (or waiver) of closing conditions to the consummation of the merger and the private placement, including with respect to the approval of Solid s stockholders; the occurrence of any event, change or other
circumstance or condition that could give rise to the termination of the merger agreement or the private placement; the effect of the announcement or pendency of the merger on Solid s or AavantiBio s business relationships, operating