Gemini Therapeutics, Inc. (NASDAQ: GMTX) and Disc Medicine, Inc., a privately-held, clinical-stage biopharmaceutical company focused on the discovery and development of novel treatments for patients suffering from serious hematologic diseases, announced that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. 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 entered into subscription agreements with 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".  The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2022.  

WilmerHale is representing Gemini in the deal, with a team led by partners Chris Barnstable-Brown and Stuart Falber and counsel Mark Nylen, which also included associates Kevin Cheng and Frank Wang on corporate and M&A matters, and partners Scott Kilgore, Julie Hogan Rodgers, Ciara Baker, Ariel Soiffer, Colleen Superko, Hartmut Schneider and Bruce Manheim, senior associate Ben Kelsey, and associate Gavin Tullis on equity compensation, tax, employee benefits, intellectual property, antitrust and regulatory matters.