Disc Medicine, Inc. entered into an agreement to acquire Gemini Therapeutics, Inc. (NasdaqGM:GMTX) in a reverse merger transaction on August 9, 2022. Under the terms of the all stock transaction, based on the exchange ratio, pre-merger Gemini shareholders will own approximately 28% of the combined company and pre-merger Disc stockholders will own approximately 72% of the combined company. The percentage of the combined company that Gemini's shareholders will own as of the close of the transaction is subject to adjustment based on the amount of Gemini's net cash at the closing date. In support of the merger, Disc has secured commitments from a syndicate of healthcare investors led by Access Biotechnology and including OrbiMed, Atlas Venture, 5AM Ventures, Novo Holdings A/S, Arix Bioscience, Rock Springs Capital, and Janus Henderson Investors, for a $53.5 million financing that is expected to close concurrent with the completion of the merger. Upon closing of the transaction, the combined company is expected to operate under the name Disc Medicine, Inc. and trade on the Nasdaq Global Market under the ticker symbol IRON. Disc will pay a termination fee of $7.8 million to Gemini, in case Disc terminates the transaction. Gemini will pay a termination fee of $3 million to Disc, in case Gemini terminates the transaction.
Following the merger, the combined company will be led by John Quisel, the current Chief Executive Officer and President of Disc Medicine, and other members of the Disc management team. The Board of Directors of the combined company will be composed of nine members, including eight Disc board members and one from Gemini. Georges Gemayal, Chair of the Board and Interim Chief Executive Officer of Gemini, will be continuing as a Director of the combined company. Gemini Therapeutics, Inc. will be renamed “Disc Medicine, Inc.” and the corporate headquarters will be located in Watertown, MA. The transaction has been unanimously approved by the Board of Directors of both companies. The transaction is subject to approvals by the stockholders of both companies; Nasdaq's approval of the listing of the shares of Gemini common stock to be issued in connection with the merger; effectiveness of the Registration Statement; and other customary closing conditions. Certain stockholders of Disc holding approximately 90% of the outstanding shares of Disc and certain stockholders of Gemini holding approximately 36% of the outstanding shares of Gemini have entered into support agreements to vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2022.
Stuart M. Falber and Christopher D. Barnstable-Brown of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor; and SVB Securities acted as financial advisor to Gemini Therapeutics. William D. Collins of Goodwin Procter LLP acted as legal advisor; and, Morgan Stanley and Wedbush PacGrow acted as financial advisor to Disc Medicine.