JB Strategy Partners — Strategic Perspectives Underpinned by Hands-On Execution
A maintained database of biopharma reverse merger transactions — structures, timelines, PIPE mechanics, and ownership outcomes. Updated as deals are announced and closed.
Most recent: Ambros Therapeutics / Werewolf Therapeutics (HOWL), announced Aug 2026, $150mm PIPE.
Tracking 55 biopharma reverse merger transactions announced 2023–2026, sourced to merger agreement defined terms (Exhibit 2.1 / 8-K filings).
9 deals currently active or pending; 45 include PIPE financing alongside the reverse merger.
| Year ↕ | Acquirer (PrivateCo) ↕ | Target (PubCo Shell) ↕ | Announced ↕ | Closed ↕ | PIPE / Financing ↕ | Acquirer % | PIPE % | Shell % | Net Cash ↕ | Listing Prem ↕ | Structure ↕ | Notes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | CalciMedica, Inc. Model this deal → |
Graybug Vision, Inc. (GRAY) CALC |
Nov 2022 | Mar 2023 | $10.34mm PIPE (accredited investors, SPA) | 64.0% | 7.4% | 28.6% | $25.0M | $15.0M | Traditional | CalciMedica $100mm total valuation (incl. PIPE) vs. Graybug $40mm. Net cash peg $25mm target, $18mm closing floor. 14:1 reverse split. |
| 2023 | Redx Pharma Model this deal → |
Jounce Therapeutics (JNCE) JNCE |
Feb 2023 | None (all-stock combination) | 63% | NA | 37% | ~$130.0M | NA | Terminated | Originally announced Feb 23, 2023: all-stock combination, Redx ~63% / Jounce ~37%, ~$130M cash post-transaction. Terminated Mar 2023 when Jounce instead accepted a superior cash tender offer from Concentra Biosciences. | |
| 2023 | Neurogene Model this deal → |
Neoleukin Therapeutics NGNE |
Jul 2023 | Dec 2023 | $95M | 57% | 27% | 16% | ~$66.0M | ~($10.0M) | Traditional CVR |
Neoleukin shareholders got 1 non-transferable CVR each for asset sales, lease savings, tax refunds; expires Jun 30, 2029 |
| 2023 | Serina Therapeutics Model this deal → |
AgeX Therapeutics SER |
Aug 2023 | Mar 2024 | None (Juvenescence warrants ~$15M + debt reduction) | 75% | NA | 25% | ND | ND | Traditional | — |
| 2023 | Q32 Bio Model this deal → |
Homology Medicines (FIXX) QTTB |
Nov 2023 | Mar 2024 | $42M ($8.00/sh; OrbiMed, Atlas, Abingworth, BMS, Sanofi) | 61.0% | 13.4% | 25.6% | $60.0M | ~$20.0M | Traditional CVR |
Homology shareholders got CVRs for HMI-103, HMI-204, capsids/AAVHSC platform, OXB LLC equity; payments completed Q2 2025 |
| 2024 | Tectonic Therapeutic Model this deal → |
Avrobio (AVRO) TECX |
Feb 2024 | Jun 2024 | $130.7M ($96.6M subscription + $34.1M SAFE conversion) | 40.2% | 37.5% | 22.3% | ~$65.0M | ~$10.0M | Traditional CVR |
AVROBIO shareholders got 1 non-transferable CVR/share for proceeds from legacy assets (gene therapy, lentiviral platform) |
| 2024 | Peak Bio Model this deal → |
Akari Therapeutics AKTX |
Mar 2024 | Oct 2024 | ~$10M (+$3.2M additional placement) | 48% | ND | 52% | NA | NA | SPAC/Other | — |
| 2024 | Oruka Therapeutics Model this deal → |
ARCA biopharma (ABIO) ORKA |
Apr 2024 | Sep 2024 | $275M (Venrock, RTW, Access Biotech) | 38.0% | 59.7% | 2.4% | $5.0M | $6.0M | Traditional Cash Div |
YES — $20M cash dividend to ARCA shareholders from ARCA cash reserves pre-close |
| 2024 | Trawsfynydd Therapeutics Model this deal → |
Onconova Therapeutics (ONTX) TRAW |
Apr 2024 | Apr 2024 | $14mm (OrbiMed, Torrey Pines) | 75.7% | 10.6% | 13.7% | ND | ND | Sign & Close CVR |
All-stock merger; combined co. renamed Traws Pharma (TRAW). Onconova (shell) legacy holders receive a CVR tied to narazaciclib and rigosertib proceeds. |
| 2024 | TuHURA Biosciences Model this deal → |
Kintara Therapeutics (KTRA) HURA |
Apr 2024 | Oct 2024 | None (all-stock reverse recap) | 97.15% | NA | 2.85% | ND | ND | Sign & Close CVR |
Kintara shareholders got CVRs tied to clinical milestones |
| 2024 | Flerie Invest AB Model this deal → |
InDex Pharmaceuticals (Nasdaq First North) INDEX |
May 2024 | Jun 2024 | SEK 520M (~$48M) directed share issue (AP4, HBM, Linc) | 91.9% | ND | 8.1% | ~$21.0M | ~$4.0M | Traditional | — |
| 2024 | OnKure Therapeutics Model this deal → |
Reneo Pharmaceuticals (RPHM) OKUR |
May 2024 | Oct 2024 | $65M | 53.6% | 21.3% | 25.1% | $61.0M | ~$14.0M | Traditional | — |
| 2024 | Ceapro |
Aeterna Zentaris (AEZS) CSCI |
Jun 2024 | Jun 2024 | None (all-stock; warrants issued) | 50% | NA | 50% | NA | NA | SPAC/Other | — |
| 2024 | Crescent Biopharma Model this deal → |
GlycoMimetics (GLYC) CBIO |
Oct 2024 | Jun 2025 | $200M (Fairmount, Venrock, BVF) | 96.9% | ND | 3.1% | $1.8M | ~$6.2M | Sign & Close | — |
| 2024 | Journey Therapeutics Model this deal → |
Entero Therapeutics JOUR |
Nov 2024 | Required $5M equity financing | NA | NA | NA | NA | NA | Terminated | Entero abandoned the Journey merger; instead acquired an unrelated company (GRID AI, AI/data-center) around Oct 2025. | |
| 2024 | Kalaris Therapeutics Model this deal → |
AlloVir (ALVR) KLRS |
Nov 2024 | Mar 2025 | None (all-stock; ~$100M cash post-close) | 74.5% | NA | 25.5% | $100.0M | ~$16.0M | Sign & Close | — |
| 2024 | Lomond Therapeutics Model this deal → |
Venetian-1 Acquisition Corp. ND |
Nov 2024 | Nov 2024 | $32.9mm confirmed (8,241,375 sh at $4.00; OrbiMed, Torrey Pines, Deerfield, American Financial Group, Heights Capital); up to $16.1mm more authorized through Nov 30, 2024 (aggregate up to ~$49mm; widely reported as '$44mm') | 60.0% | 34.3% | 5.7% | NA | NA | Sign & Close | Venetian-1 was a private Form 10 blank-check shell, not a listed/trust SPAC -- it never IPO'd and explicitly stated it would not seek a public market until after a merger. No confirmed active ticker since. |
| 2024 | Renexxion |
Relief Therapeutics (RLF) RLF |
Nov 2024 | ND (Renexxion planned concurrent private financing, terms undisclosed) | 72.2% | ND | 27.8% | ND | ND | Terminated | Originally announced Nov 4, 2024 (non-binding LOI): Renexxion equity valued at $260M (~72.2% ownership), Relief equity valued at $100M (~27.8%). Terminated Mar 6, 2025 -- key closing conditions not met within required timeframe. | |
| 2024 | Inmagene Biopharm Model this deal → |
Ikena Oncology (IKNA) IMA |
Dec 2024 | Jul 2025 | $75M | 43.1% | 21.6% | 35.3% | ~$100.0M | ~$20.0M | Traditional CVR |
Non-transferable CVRs for legacy pipeline assets (both groups) |
| 2025 | Decoy Therapeutics Model this deal → |
Salarius Pharmaceuticals (SLRX) DCOY |
Jan 2025 | Nov 2025 | ~$7-8M (Qualified Financing) | 92.4% | ND | 7.6% | NA | NA | Sign & Close | — |
| 2025 | Betaliq |
Eyenovia (EYEN) EYEN |
Mar 2025 | None (LOI stage, all-stock) | 83.7% | NA | 16.3% | NA | NA | LOI Only | Exclusivity period lapsed May 16, 2025 without a definitive agreement; Eyenovia later rebranded entirely as Hyperion DeFi (crypto/DeFi pivot) in July 2025. | |
| 2025 | Pelthos Therapeutics Model this deal → |
Channel Therapeutics (CHRO) PTHS |
Apr 2025 | Jul 2025 | $50.1M (Ligand led $18M) | 7.7% | 37.2% | 55.1% | ND | $15.0M | Sign & Close | — |
| 2025 | Z Squared (Dogecoin mining co.) Model this deal → |
Coeptis Therapeutics (COEP) ZSQR |
Apr 2025 | Apr 2026 | ND | ND | ND | ND | ND | ND | Sign & Close | Non-healthcare acquirer (Dogecoin/crypto mining). Coeptis spun out its biopharmaceutical operations concurrent with the merger; post-close renamed Z Squared Inc., ticker ZSQR. |
| 2025 | Protagenic Therapeutics |
Phytanix Bio (PTIX) PTIX |
May 2025 | Feb 2026 | None (deal rescinded) | — | — | — | NA | NA | Terminated | Reverse merger closed May 2025, then rescinded via Settlement/Unwind Agreement dated Feb 17, 2026. Protagenic returned all shares. PTIX now a clean shell seeking a new reverse merger. |
| 2025 | Dr. Ashleys Limited Model this deal → |
Impact BioMedical (IBO) IBO |
Jun 2025 | ~$38.3M total consideration | NA | NA | NA | NA | NA | Pending | — | |
| 2025 | Viskase Companies (Affl Icahn Enterprises) Model this deal → |
Enzon Pharmaceuticals (ENZN) ENZN |
Jun 2025 | Mar 2026 | $25M related-party financing (AEP→Viskase) | 55% | 40% | 5% | $40.9M | ~$0.0M | Sign & Close | — |
| 2025 | Clywedog Therapeutics Model this deal → |
Barinthus Biotherapeutics (BRNS) CLYD |
Sep 2025 | None (all-stock). $27M tender offer for Barinthus liquidity. | 66% | NA | 34% | ND | ND | Pending | — | |
| 2025 | Damora Therapeutics Model this deal → |
Galecto (GLTO) DMRA |
Nov 2025 | Nov 2025 | $285M (Series C Preferred) | 36.1% | 63.9% | 0% | ND | $10.8M | Sign & Close | — |
| 2025 | Yarrow Bioscience Model this deal → |
VYNE Therapeutics (VYNE) YARW |
Dec 2025 | ~$200M ($100M Series A + $100M PIPE) | 97% | ND | 3% | $0.0M | ~$15.0M–$16.0M | Pending Cash Div |
YES — $14.5-16.5M ($0.34-0.38/sh) pre-closing cash dividend to VYNE shareholders | |
| 2026 | Faeth Therapeutics Model this deal → |
Sensei Biotherapeutics (SNSE) FTH |
Feb 2026 | Feb 2026 | $200M | 40.8% | 54.3% | 4.9% | ~$18.0M | ~$0.0M | Sign & Close | — |
| 2026 | Candid Therapeutics Model this deal → |
Rallybio Corp (RLYB) RLYB |
Mar 2026 | $505M (Venrock, RA Capital, Janus Henderson) | 96.3% | ND | 3.7% | NA | NA | Terminated CVR |
Terminated May 3, 2026 -- Candid instead acquired by UCB for up to $2.2B. Rallybio received a $50M breakup fee. | |
| 2026 | Eos SENOLYTIX Model this deal → |
Pulmatrix (PULM) EOSX |
Mar 2026 | $19M ($1M PIPE + $18M bridge) | 94% | ND | 6% | $4.1M | ND | Pending | — | |
| 2026 | Korsana Model this deal → |
Cyclerion Therapeutics (CYCN) KRSA |
Apr 2026 | $380M | 40.8% | 57.7% | 1.5% | $0.0M | ~$9.9M | Pending CVR |
Exchange ratio pegged to $0 Cyclerion net cash at close. Acquirer % shown ex-financing so columns reconcile. Cyclerion holders receive CVRs on legacy assets. | |
| 2026 | Obsidian Therapeutics Model this deal → |
Galera Therapeutics (GRTX) OBX |
Apr 2026 | Jul 2026 | $350M | 51.6% | 47.2% | 1.2% | $1.8M | ~$12.0M | Traditional CVR |
Galera shareholders got CVRs for legacy assets |
| 2026 | Mentari Therapeutics Model this deal → |
InMed Pharmaceuticals (INM) INM |
May 2026 | $290M Private Placement (Fairmount, a16z, Venrock) | 98.5% | ND | 1.5% | ($3.6M) | $125.0M | Pending | — | |
| 2026 | Orphai Therapeutics Model this deal → |
Quince Therapeutics (QNCX) QNCX |
May 2026 | May 2026 | $115M upfront + up to $72M warrants (up to $187M gross); Series C non-voting conv. pref. | 31.9% | 61.2% | 6.9% | ND | ND | Sign & Close | All-stock RM; combined co. keeps Quince Nasdaq listing. LAM-001 (inhaled rapamycin/mTOR) for rare pulmonary disease (PAH, PH-ILD). |
| 2026 | Avenzo Therapeutics Model this deal → |
Rallybio Corp (RLYB) AVZO |
Jun 2026 | $215M (Blackstone, T. Rowe Price, Vivo Capital, OrbiMed, Foresite, NEA) | 56.6% | 40.6% | 2.8% | $0.0M | $15.0M | Pending CVR Cash Div |
Follow-on to the terminated Candid deal, same shell. Rallybio distributes all net cash to legacy holders pre-close, plus CVRs on legacy assets. Expected close Q4 2026. | |
| 2026 | Azora Therapeutics Model this deal → |
Adial Pharmaceuticals (ADIL) ADIL |
Jun 2026 | Jun 2026 | $32M upfront (pre-funded warrants) + up to $32M milestone (up to $64M gross); led by Coastlands Capital | 51.0% | 41.3% | 7.7% | ND | ND | Sign & Close | All-stock acquisition; Adial pivots to AT177 (colon-targeted AhR agonist) for ulcerative colitis; legacy AD04 deprioritized. |
| 2026 | InnocsAI LLC Model this deal → |
Liminatus Pharma (LIMN) LIMN |
Jun 2026 | Jul 2026 | None disclosed (all-stock; no concurrent PIPE) | 96.0% | NA | 4.0% | ND | ND | Sign & Close CVR |
Split derived from the original 1.6B-share/$0.20 consideration vs. Liminatus's outstanding shares; later amended to a 19.99% common cap + non-voting preferred to close pre-vote. CVR = 20% of future net proceeds on acquired assets. |
| 2026 | NOMAD (AI Energy Co.) Model this deal → |
Lixte Biotechnology Holdings (LIXT) NMAD |
Jun 2026 | Jul 2026 | NA (all-stock share exchange; no PIPE into the shell) | 77.7% | NA | 22.3% | ~$16.5M | ND | Sign & Close | Non-biotech suitor (utility-grade battery/BESS energy storage). Post-close renamed NOMAD Power Solutions, ticker NMAD. |
| 2026 | Remix Therapeutics Model this deal → |
Passage Bio (PASG) RMTX |
Jun 2026 | $100M (Decheng Capital, Lynx1, Forge Life Science) | 55.8% | 37.2% | 7% | ND | $20.0M | Traditional CVR |
Passage Bio shareholders got non-transferable CVRs for pediatric gene therapy pipeline milestones | |
| 2026 | Serapha Bio Model this deal → |
Boundless Bio (BBIO) AATD |
Jun 2026 | $230M ($138M Series A + $92M PIPE) | 56.3% | 40% | 3.7% | ~$0.0M | ~$12.5M | Traditional | — | |
| 2026 | Treeline Biosciences Model this deal → |
Standard BioTools (LAB) TRLN |
Jun 2026 | None (all-stock; >$900M cash post-close) | 84% | NA | 16% | $450.0M | ~$10.0M | Pending CVR |
1 CVR/share for legacy assets | |
| 2026 | Avere Therapeutics Model this deal → |
NextCure, Inc. (NXTC) AVRX |
Jul 2026 | $320mm (Fairmount, Hansoh, et al.; ~$251mm via convertible-note exchange) | 43.0% | 55.1% | 1.9% | $0.0M | $11.0M | Traditional CVR |
All-stock merger; combined company renamed Avere Therapeutics (AVRX). NextCure holders receive CVRs on legacy assets (90% of proceeds, 2-yr term). Expected close Q3 2026. | |
| 2026 | Caldera Therapeutics Model this deal → |
Synlogic, Inc. (SYBX) CALD |
Jul 2026 | $278mm (Bain Capital Life Sciences, TCGX, Atlas Venture, venBio Partners, Omega Funds, Blackstone Multi-Asset Investing, LAV, Wellington Management, Janus Henderson, Sirenia Capital, Vivo Capital, et al.) | 62.8% | 34.9% | 2.3% | $6.0M | $12.0M | Traditional | Both companies become subsidiaries of a newly formed holdco (Sonic Holdco, Inc.), same structure as Matinas/GH Power. Requires both companies' shareholder votes and an effective SEC registration statement. Expected close early 2027. | |
| 2026 | Cortigent, Inc. (WOS Vivani Medical) Model this deal → |
ClearOne, Inc. (CLRO) CRGT |
Jul 2026 | $10M–$15M concurrent S-1 financing (range, not yet closed) | 59.4%–67.5% | ND | 12.7%–14.4% | ND | ND | Pending | Cortigent = brain-computer interface (BCI) / neurostimulation tech (from Second Sight Medical Products). Closing conditioned on stockholder approvals, completion of $10-15mm financing, minimum net cash requirement (threshold not disclosed), continued Nasdaq listing. | |
| 2026 | GH Power Inc. Model this deal → |
Matinas BioPharma Holdings (MTNB) MTNB |
Jul 2026 | $15.0mm minimum (GH Power raise; closing condition, actual amount not yet fixed) | 86.3% | 5.2% | 8.5% | $0.0M | $24.7M | Traditional | Cross-border: Ontario Pubco holds both companies; Matinas sold its biotech subsidiary (MAT2203, LNC platform) to Azurity separately for up to $21.5mm. Requires both companies' shareholder votes, Ontario court approval, and F-4 effectiveness. Expected close Q4 2026. | |
| 2026 | Kira Pharmaceuticals Model this deal → |
Jasper Therapeutics (JSPR) JSPR |
Jul 2026 | Jul 2026 | $132mm (Affinity Asset Advisors, Ikarian Capital co-led; Columbia Threadneedle, Sirenia, Brahma, Balyasny, SilverArc, Squadron, Nazare, Mirador, et al.) | 49.9% | 43.5% | 6.7% | $0.0M | $20.3M | Sign & Close CVR |
Merger completed pre-vote via non-voting convertible preferred (19.9% common cap), same structure as Liminatus. Ticker stays JSPR. CVR: $30mm aggregate tied to a briquilimab priority review voucher by Dec 31, 2028, payable only on monetization or acquisition. |
| 2026 | Oak Hill Bio (OHB Pediatrics Ltd.) Model this deal → |
Research Alliance Corporation III (Nasdaq: RACC) OAKH |
Jul 2026 | $100mm committed private financing (Leerink Partners, UBS, Wells Fargo, LifeSci Capital as placement agents) | 45.3% | 28.9% | 25.8% | $75.0M | $16.0M | SPAC | Classic trust-account SPAC (RA Capital-sponsored), unlike most 'shell' deals in this tracker. Any RACC trust redemptions are backstopped dollar-for-dollar by RA Capital. Combined co. trades as OAKH; developing rugonersen (ASO) for Angelman syndrome, Phase 3 ongoing. | |
| 2026 | Scancell (AIM: SCLP) Model this deal → |
Neuphoria Therapeutics Inc. (Nasdaq: NEUP; renamed Scancell, new ticker SCLT) SCLT |
Jul 2026 | $54.1mm equity (Private Placement $39.1mm + UK Placing $12mm + Retail Offer $3mm) + $25mm BlackRock debt facility | 85.5% | ND | 14.5% | $10.0M | $14.6M | Traditional CVR |
Foreign (AIM) uplisting via Nasdaq merger. Scancell legally acquirer/parent but economically the private side. Net cash $10mm is a closing condition (not a true-up peg), not a fixed peg. Expected close Q4 2026. | |
| 2026 | Vidya Therapeutics Model this deal → |
Processa Pharmaceuticals (PCSA) PCSA |
Jul 2026 | Jul 2026 | $200mm actual (oversubscribed; $175mm contractual floor per Merger Agreement) (Bain Capital Life Sciences, Janus Henderson, RA Capital, SilverArc, ADAR1 Capital, Cormorant, Integral Health, Marshall Wace, Octagon Capital, Soleus Capital, et al.) | 46.0% | 52.6% | 0.9% | $0.0M | $3.4M | Sign & Close | Unlike most deals here, Processa keeps its own name/ticker -- Vidya is absorbed under Processa's continuing corporate identity. Legacy Processa assets (PCS499, PCS12852) continue in the combined co. Preferred conversion requires a later stockholder vote. |
| 2026 | Ambros Therapeutics Model this deal → |
Werewolf Therapeutics (HOWL) AMBX |
Aug 2026 | $150mm (RA + Janus co-led; Aberdeen, Adage, ADAR1, Affinity, Arkin Bio, Balyasny, Enavate, SilverArc, Sphera, Woodline); closing condition requires min. $100mm | 71.7% | 21.5% | 6.8% | $30.0M | $17.5M | Traditional CVR |
Werewolf ran a strategic review (Piper Sandler advising) after cutting 64% of staff in Feb 2026 amid going-concern risk. CVR ties to Werewolf's own legacy INDUKINE programs (WTX-124, WTX-330). Asymmetric termination fees: $20.0mm from Ambros, $1.9mm from Werewolf. Support agreements cover ~71.3% of Ambros shares, ~1.4% of Werewolf shares. Expected close Q1 2027. | |
| 2026 | Cy Biopharma Model this deal → |
Ensysce Biosciences (ENSC) ENSC |
Aug 2026 | Aug 2026 | $43mm across two tranches (initial $21.5mm at $321.79/share, milestone-triggered second tranche up to $21.5mm at $402.24/share); led by Ally Bridge Group with Perceptive Advisors, Dellora Investments, Ikarian Capital, Adage Capital participating | 74.94% | 17.49% | 7.57% | ND | ND | Sign & Close | Fixed-share consideration deal (228,923 Parent Preferred shares for the merger + 53,199 more converting Cy's own notes), unlike most deals here which use a dollar-valuation-with-net-cash-adjustment mechanism. Cy Biopharma founder James Morrison becomes President and joins the board. Preferred conversion requires a later stockholder vote under Nasdaq rules. |
| 2026 | Redx Pharma Model this deal → |
Skye Bioscience (SKYE) PENDING (Fibrx Therapeutics, Inc.) |
Aug 2026 | $67.9mm Concurrent Financing + $36.0mm Redx Series A Financing (up to $22.0mm additional via equity line facility, not yet drawn) | 46.17% | 48.45% | 5.38% | $2.0M | $12.5M | Traditional CVR |
Redx's second reverse-merger attempt -- first (with Jounce, 2023) is tracked separately as terminated. Redx went private between the two attempts. Requires UK court sanction of a Scheme of Arrangement plus both companies' shareholder votes. Skye also doing an unrelated 1-for-8 reverse split (Nasdaq compliance) effective Aug 24, 2026. Termination fee: 3% of combined co. valuation. | |
| 2026 | Slate Medicines Model this deal → |
Fulcrum Therapeutics (FULC) SLTE |
Aug 2026 | $245mm (Frazier led; Forbion, RA, Deep Track, Foresite, OrbiMed, RTW, Mingxin) | 55.9% | 39.1% | 5.0% | $20.3M | $11.0M | Traditional Cash Div |
Fulcrum discontinued its lead sickle-cell candidate (pociredir) in Jun 2026 after FDA raised cancer-risk concerns, cut 85% of staff, and ran a strategic review (Leerink advising) before this deal. Fulcrum pays a ~$270mm cash dividend to its own legacy shareholders pre-close -- no CVR, as pociredir has no viable regulatory path. Wedbush advised Slate. |
No deals match your current filters.