--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-266990" form_type: "8-K" ticker: "RNTX" cik: "0001420565" company_name: "Rein Therapeutics, Inc." filed_at: "2023-10-31T23:59:59+00:00" generated_at: "2026-06-09T04:27:38.075070+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Aileron acquires Lung Therapeutics in stock deal, raises $18M via PIPE, appoints new COO ## Summary - Acquired Lung Therapeutics for 344,566 shares of common stock and 20,140 shares of Series X Preferred; post-merger shares outstanding ~4.89M. - Raised ~$18M in private placement with Bios Partners, Nantahala Capital, and others; includes Series X Preferred and warrants exercisable at $4.89/share. - Dismissed PricewaterhouseCoopers as auditor effective upon merger close; PwC had included a going concern paragraph in prior reports. - Appointed Brian Windsor, former Lung CEO, as President and COO; elected William Fairey and Alan Musso to the board. - Jeffrey Bailey, Jodie Morrison, and William McKee resigned from the board; Josef von Rickenbach named chairman. ## SEC filing metadata - accession: 0001193125-23-266990 - form_type: 8-K - ticker: RNTX - cik: 0001420565 - company_name: Rein Therapeutics, Inc. - filed_at: 2023-10-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 5.03, 3.02, 2.01, 4.01, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/d571974d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-266990 - JSON: https://secwatch.observer/filing/0001193125-23-266990.json - Plain text: https://secwatch.observer/filing/0001193125-23-266990.txt ## Key facts - Auditor Changes Rein Therapeutics, Inc. dismissed PricewaterhouseCoopers LLP as its auditor. - Action: dismissal - Auditor: PricewaterhouseCoopers LLP source text: Aileron dismissed its independent registered public accounting firm, PricewaterhouseCoopers LLP ("PwC"), effective immediately upon the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Executive change Brian Windsor was appointed as President and Chief Operating Officer at Rein Therapeutics, Inc.. - Action: appointed - Role: President and Chief Operating Officer source text: On October 30, 2023, the Board approved the appointment of Brian Windsor, Ph.D., age 57, to President and Chief Operating Officer of Aileron, effective as of the consummation of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Executive change Josef H. von Rickenbach was appointed as Chairman of the Board at Rein Therapeutics, Inc.. - Action: appointed - Role: Chairman of the Board source text: Following Mr. Bailey's resignation, Josef H. von Rickenbach will serve as the Chairman of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Executive change Jodie P. Morrison resigned as Director at Rein Therapeutics, Inc.. - Action: resigned - Role: Director source text: On October 31, 2023, immediately prior to the Effective Time, Jeffrey A. Bailey, Chairman of the Board, Jodie P. Morrison and William T. McKee resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Executive change William T. McKee resigned as Director at Rein Therapeutics, Inc.. - Action: resigned - Role: Director source text: On October 31, 2023, immediately prior to the Effective Time, Jeffrey A. Bailey, Chairman of the Board, Jodie P. Morrison and William T. McKee resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Executive change Jeffrey A. Bailey resigned as Chairman of the Board at Rein Therapeutics, Inc.. - Action: resigned - Role: Chairman of the Board source text: On October 31, 2023, immediately prior to the Effective Time, Jeffrey A. Bailey, Chairman of the Board, Jodie P. Morrison and William T. McKee resigned from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Governance Changes Rein Therapeutics, Inc.: Filed Certificate of Designation for Series X Non-Voting Convertible Preferred Stock (effective 2023-10-31). - Change: charter amendment - Effective: 2023-10-31 source text: On October 31, 2023, Aileron filed a Certificate of Designation of Preferences, Rights and Limitations of the Series X Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Merger and the Financing referenced in Item 1.01 above. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - M&A Transactions Rein Therapeutics, Inc. completed an acquisition involving Lung Therapeutics, Inc. (closed 2023-10-31). - Action: acquisition - Counterparty: Lung Therapeutics, Inc. - Closing: 2023-10-31 source text: On October 31, 2023, Aileron completed its acquisition of Lung. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Material Agreements Rein Therapeutics, Inc. entered into Purchase Agreement with certain accredited investors valued at approximately $18.0 million (effective 2023-10-31). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Value: approximately $18.0 million - Effective: 2023-10-31 source text: Immediately following the closing of the Merger, on October 31, 2023, Aileron entered into a Stock and Warrant Purchase Agreement (the “ Purchase Agreement ”) with a group of accredited investors (the “ Investors ”) led by Bios Partners, the majority shareholder of Lung prior to the closing of the Merger, and including Nantahala Capital, as well as additional undisclosed investors. evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm - Material Agreements Rein Therapeutics, Inc. entered into Merger Agreement with Lung. - Action: entry - Agreement: merger - Counterparty: Lung source text: Pursuant to the Merger Agreement, Aileron has agreed to hold a stockholders’ meeting no later than 120 days after the date on which the closing of the Merger occurs evidence_url: https://www.sec.gov/Archives/edgar/data/1420565/000119312523266990/0001193125-23-266990-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.