Aileron Therapeutics, Inc. (NasdaqCM:ALRN) acquired Lung Therapeutics, Inc. on October 31, 2023. Under the terms of the transaction, Aileron Therapeutics, Inc. issued 344,566 shares of the common stock of Aileron and 20,140 shares of newly designated Series X Preferred Stock to the stockholders of Lung. Subject to stockholder approval, each share of Series X Preferred Stock is convertible into 1,000 shares of Common Stock. In relation to this transaction, Aileron has entered into a stock and warrant purchase agreement, pursuant to which, Aileron wishes to sell an aggregate of 4,707 shares of Series X Non-Voting Convertible Preferred Stock and warrants, in substantial to acquire up to 2,353,500 shares of Common Stock.

Following closing, Board of Directors will be comprised of four continuing directors from Aileron: Chairman Josef H. Von Rickenbach, Manuel C. Aivado, Reinhard J. Ambros, and Nolan Sigal, and two directors from Lung Therapeutics who have been appointed to the Aileron Board: William C. Fairey and Alan A. Musso. Aileron will continue to be led by Aileron Chief Executive Officer, Manuel C. Aivado, and Susan Drexler, Interim Chief Financial Officer, and by Brian Windsor, former Chief Executive Officer of Lung Therapeutics , who has been appointed as President andChief Operating Officer of Aileron. The transaction is subject to LungTx Stockholder Approval, the Concurrent Private placement, Resignation of Lung Therapeutics's Directors, Registration Rights Agreement, the approval of the conversion of the Series X Preferred Stock issued pursuant to the Merger Agreement and the Purchase Agreement (as described below) into shares of Common Stock in accordance with Nasdaq Listing Rule 5635(a), Lock-up agreement, Support agreement, the transaction to qualify as a ?reorganization? within the meaning of Section 368(a) of the Internal Revenue Code of 1986. The Board of Directors of Aileron and Lung Therapeutics approved the Merger Agreement.

Ladenburg Thalmann & Co. Inc. is serving as exclusive financial advisor as well as fairness opinion provider to Aileron. Stuart Falber and Mark Nylen of Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Aileron. Kathy Jaffari and Chad Cowan of Cozen O'Connor P.C. is serving as legal counsel to Lung Tx. Clear Street LLC is serving as financial advisor to Lung Tx and is acting as lead placement agent for the private placement. Brookline LLC is acting as co-placement agent. Mike Blankenship of Winston & Strawn LLP is serving as legal counsel to the placement agents. Computershare Trust Company, Inc. is acting as transfer agent with respect to conversion of preferred stock to common stock.

Aileron Therapeutics, Inc. (NasdaqCM:ALRN) completed the acquisition of Lung Therapeutics, Inc. on October 31, 2023. At the closing of the acquisition, Aileron issued to the stockholders of Lung Therapeutics, 344,345 shares of its common stock (excluding 221 fractional shares from the total 344,566 shares pursuant to the acquisition agreement) and 19,903 shares of its newly designated Series X Preferred Stock (excluding 238 fractional shares from the total 20,141 shares pursuant to the acquisition agreement).