# SYNLOGIC, INC. (SYBX) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_4bea78fc5f7b7ad8247b · retrieved 2026-08-11T16:12:47.315Z

## Overview
Synlogic, Inc. is a pharmaceutical company developing synthetic biology-based therapeutics; Caldera Therapeutics is a clinical-stage biopharmaceutical company developing novel therapeutics.

On July 28, 2026, Synlogic, Inc. and Caldera Therapeutics, Inc. entered into a definitive merger agreement with Sonic Holdco, Inc. (Parent) and two merger subsidiaries. Under the agreement, Synlogic will merge with and into Synlogic Merger Sub, and Caldera will merge with and into Caldera Merger Sub, with both surviving as wholly owned subsidiaries of Parent. The combined company will be renamed Caldera Therapeutics, Inc. On a pro forma basis at closing, Caldera pre-merger equityholders are expected to own approximately 62.8% of the combined company, Synlogic pre-merger equityholders approximately 2.3%, and concurrent financing investors approximately 34.9%. The transaction values Caldera at $500.0 million and Synlogic at $18.0 million (assuming $6.0 million net cash), with concurrent financing of $278.0 million, for an aggregate valuation of approximately $796.0 million. The mergers are intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

## Terms
- Counterparty: Caldera Therapeutics, Inc. · Consideration: stock

## Key dates
- Announced 2026-07-29

## Timeline
- 2026-07-29 · 8-K (0001193125-26-322160): 8-K - SYNLOGIC, INC. — *Synlogic, Inc. is a pharmaceutical company developing synthetic biology-based therapeutics; Caldera Therapeutics is a clinical-stage biopharmaceutical company developing novel therapeutics.* On July 28, 2026, Synlogic, Inc. and Caldera Therapeutics, Inc. entered into a definitive merger agreement with Sonic Holdco, Inc. (Parent) and two merger subsidiaries. Under the agreement, Synlogic will merge with and into Synlogic Merger Sub, and Caldera will merge with and into Caldera Merger Sub, with both surviving as wholly owned subsidiaries of Parent. The combined company will be renamed Caldera Therapeutics, Inc. On a pro forma basis at closing, Caldera pre-merger equityholders are expected to own approximately 62.8% of the combined company, Synlogic pre-merger equityholders approximately 2.3%, and concurrent financing investors approximately 34.9%. The transaction values Caldera at $500.0 million and Synlogic at $18.0 million (assuming $6.0 million net cash), with concurrent financing of $278.0 million, for an aggregate valuation of approximately $796.0 million. The mergers are intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  https://www.sec.gov/Archives/edgar/data/1527599/0001193125-26-322160.txt
- 2026-07-29 · 425 (0001193125-26-322162): 425 - SYNLOGIC, INC. — *Synlogic, Inc. is a pharmaceutical company focused on synthetic biology and engineered live biotherapeutics; Caldera Therapeutics is a clinical-stage biopharmaceutical company developing CLD-423 and other therapeutic candidates.* On July 28, 2026, Synlogic, Inc. and Caldera Therapeutics, Inc. entered into a definitive merger agreement with Sonic Holdco, Inc. (Parent) and two merger subsidiaries. Under the agreement, Synlogic will merge into Sonic Merger Sub and Caldera will merge into Yellowstone Merger Sub, with both companies becoming wholly owned subsidiaries of Parent. The transaction values Caldera at $500.0 million and Synlogic at $18.0 million (assuming $6.0 million in net cash). Concurrently, Caldera is raising $278.0 million in a private placement. On a pro forma basis, Caldera pre-merger equityholders are expected to own approximately 62.8% of the combined company, Synlogic pre-merger equityholders approximately 2.3%, and concurrent financing investors approximately 34.9%. The mergers are intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  https://www.sec.gov/Archives/edgar/data/1527599/0001193125-26-322162.txt

## Citations
- 0001193125-26-322160 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526322160
- 0001193125-26-322162 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526322162