Under the Transaction Agreement, each Redx scheme share will be exchanged for Skye common stock (or, for certain electing holders, non-voting common stock convertible one-for-one into common stock) based on an Exchange Ratio tied to relative valuations set in the agreement: a valuation of $14.5 million for Skye (subject to a Company Net Cash adjustment and, if a "Specified Adjustment" is unresolved at closing, an automatic reduction to a $2.0 million valuation floor) and a valuation of $125.0 million for Redx. Skye's investor presentation separately shows a pro forma capitalization table with implied valuations of $14.5 million for Skye's 50,254,721 fully diluted shares, $161.0 million for Redx's 558,191,980 fully diluted shares (which include new Series A shares), and $89.0 million for the 325,789,219 shares tied to the concurrent financing, for total pro forma fully diluted shares outstanding of 934,235,920 and an implied combined value of approximately $264.5 million. Using this capitalization table, pre-transaction Skye holders are shown owning approximately 5.38%, Redx holders approximately 59.75%, and concurrent-financing investors approximately 34.87% of the combined company. The body of the 8-K separately describes the expected split, based on the Exchange Ratio formula and assuming $67.9 million of gross Concurrent Financing proceeds and $36.0 million of gross Series A proceeds, as approximately 5.38% for pre-transaction Skye equityholders, 46.17% for pre-transaction Redx equityholders, and 48.45% for Concurrent Financing and Series A Financing investors combined, all calculated on a fully diluted, treasury-stock-method basis and subject to adjustment based on final Company Net Cash at closing. The filings do not reconcile why the two disclosed ownership breakdowns differ, and no single, unambiguous enterprise value or EV/EBITDA-style multiple for the transaction is stated in the source documents reviewed.
The deal includes concurrent financing of approximately $125 million in aggregate gross proceeds. This is composed of a $67.9 million private placement (the "Concurrent Financing" or PIPE), which may increase to up to $72.9 million under a side letter with an existing investor who agreed to invest up to an additional $5.0 million, and a separate $36.0 million Series A financing raised directly by Redx (expected to close within days of signing, subject to Redx shareholder approval) led by new investor Abingworth and including British Business Bank and Redmile. The PIPE investor syndicate includes Abingworth, British Business Bank, NextBio Capital, 5AM Ventures, and Redmile. Separately, Skye entered a binding term sheet (later finalized in a definitive Securities Purchase Agreement filed as an 8-K on August 24, 2026) with a fund affiliated with Redmile Group, LLC for a three-year committed equity line facility (ELOC) of up to $22.0 million, which will be reduced dollar-for-dollar once Concurrent Financing/Series A proceeds exceed $103.0 million and eliminated entirely if those proceeds reach $125.0 million; Skye will also issue Redmile a warrant to purchase up to $5.0 million of common and/or non-voting common stock at closing, exercisable from January 1, 2027 through January 1, 2030. Skye stated that, including proceeds from these financings, the combined company's cash is expected to fund operations into 2029 and through topline data from Redx's RXC008 Phase 2 clinical trial, expected in the second half of 2028.
Quoting Redx CEO Lisa Anson in the joint press release: "This transaction gives Redx the capital and the platform to progress our pipeline and deliver the Phase 2 program for our lead asset, RXC008, a GI-restricted pan-ROCK inhibitor. We believe this is an exciting opportunity to be a leader in developing a therapeutic option for patients suffering with fibrostenotic Crohn's disease, considered by many to be one of the largest unmet medical needs in IBD..." Skye President and CEO Punit Dhillon stated: "Over the last several months, Skye has evaluated a wide range of options to maximize shareholder value, including an assessment of our internal pipeline, financing opportunities and strategic alternatives... We believe this transaction provides our shareholders a compelling opportunity to realize both short- and long-term value creation through Redx's novel anti-fibrotic therapies, led by their first-in-class pan-ROCK inhibitor, RXC008." The investor presentation adds that Skye discontinued its CBeyond Phase 2a trial for lead asset nimacimab and paused its development in the second quarter of 2026 after reviewing the evolving anti-obesity drug landscape, and engaged a financial advisor to evaluate strategic alternatives before agreeing to the Redx transaction, which the company describes as "a capital decision not a biology conclusion."
As part of the transaction structure, pre-transaction Skye shareholders will receive one contingent value right (CVR) per share entitling them, in aggregate, to 90% of any net cash proceeds realized from monetization of Skye's legacy nimacimab program and associated intellectual property during the 12-month period following closing. Certain pre-transaction Redx shareholders will separately receive one CVR per Redx ordinary share entitling them to 100% of net proceeds, paid in Fibrx shares, from monetization of certain Redx legacy and partnered assets during the 15 years following closing. Additionally, Skye's board approved a 1-for-8 reverse stock split of its common stock, effective August 24, 2026, undertaken to regain compliance with Nasdaq's $1.00 minimum bid price requirement; a subsequent 8-K dated September 11, 2026 confirmed that Nasdaq notified Skye it had regained compliance after 10 consecutive trading days at or above $1.00.
On the advisory side, Stifel is acting as exclusive financial advisor to Skye on the strategic transaction, with Morrison & Foerster LLP serving as Skye's legal counsel. Wedbush PacGrow is acting as exclusive financial advisor to Redx, with Cooley LLP serving as Redx's legal counsel. In the PIPE Financing, Leerink Partners and MTS Health Partners are acting as placement agents, with MTS Health Partners acting as exclusive placement agent for the separate Series A Financing; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is advising the placement agents as legal counsel.
The transaction is subject to numerous closing conditions, including approval by Redx shareholders of the scheme of arrangement, sanction of the scheme by the High Court of Justice of England and Wales, approval by Skye stockholders of the share issuance and related matters (including a possible reverse stock split and articles amendments), receipt of at least $67.9 million in Concurrent Financing proceeds, Nasdaq listing approval for the new shares, and a minimum Company Net Cash threshold of at least $1.0 million at closing. If the "Specified Adjustment" referenced in the agreement has not been resolved by a certain date, closing cannot occur before October 31, 2026. Voting and support agreements covering approximately 83.34% of Redx's outstanding share capital and approximately 1.05% of Skye's voting power have been signed in favor of the transaction, and certain Redx executives and directors signed 180-day lock-up agreements. The agreement includes reciprocal termination fees: either party can be required to pay the other an amount equal to 3% of the combined company's valuation (including the Concurrent Financing purchase price) under specified circumstances, including a change in board recommendation, failure to obtain required shareholder approvals combined with a competing proposal, or acceptance of a superior proposal. The Transaction Agreement also provides for automatic termination if the deal has not closed by August 14, 2027 (with up to a four-business-day extension in limited circumstances). The press release states the companies expect to close the transaction in the fourth quarter of 2026, subject to these conditions; no closing 8-K, vote-result 8-K, or merger proxy statement (PREM14A/DEFM14A) had been filed as of the filings reviewed, so the deal remains pending and unconsummated based on available information.