GMTX - Gemini stock soars 35% on merger with Disc Medicine in all-stock deal

Gemini Therapeutics ( NASDAQ: GMTX ) is merging with privately held Disc Medicine in an all-stock transaction.

The combined company — which will be headquarters in Watertown, Massachusetts — will be named as Disc Medicine Inc. and trade on Nasdaq under the ticker, IRON.

Disc shareholders are expected to own ~72% of the combined company, while the remaining will be owned by Gemini shareholders.

Prior to closing of the proposed merger, Gemini stockholders will be issued contingent value rights representing the right to receive certain payments from proceeds received by the combined company, if any, related to pre-transaction legacy assets during the period ending one year following the closing of the merger.

Gemini said the the combined company will focus on advancing Disc's pipeline of hematology programs, including multiple patient studies for its clinical-stage programs bitopertin and DISC-0974.

In support of the merger, Disc has secured commitments from a syndicate of healthcare investors led by Access Biotechnology for a $53.5M financing, which is expected to close along with the completion of the merger.

Investors in financing also include, OrbiMed, Atlas Venture, 5AM Ventures, Novo Holdings, Arix Bioscience, Rock Springs Capital, and Janus Henderson Investors.

The combined company is expected to have ~$175M in cash or cash equivalents which is expected to provide runway into 2025.

The combined company will be led by Disc's Current CEO and President John Quisel and other members of the Disc management team. The company will have nine board members, of which eight will be from Disc and the remaining one from Gemini.

Gemini added that the transaction was approved by the boards of both companies and is expected to close in Q4 2022, subject to conditions, including, approvals by the stockholders of both companies.

GMTX +35.26% to $2.11 premarket Aug. 10

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