Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the Merger, each of
• Yasir B. Al-Wakeel Chief Financial Officer
At or following the Effective Time of the Merger, Neon expects to enter into a separation agreement and release with each ofHugh O'Dowd andYasir B. Al-Wakeel , entitling each executive to severance benefits in accordance with their respective existing employment agreements, datedJune 29, 2018 for each ofMr. O'Dowd andMr. Al-Wakeel . Item 5.03. Amendments to Certificate of Incorporation or Bylaws In connection with the completion of the Merger, Neon's amended and restated certificate of incorporation was further amended and restated to be the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time. Neon's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. In connection with the Merger, Neon expects to further amend and restate its bylaws to be the same as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time. Item 8.01. Other Events OnMay 6, 2020 , Parent issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, datedJanuary 15, 2020 , by and amongNeon Therapeutics, Inc. ,BioNTech SE , andEndor Lights, Inc. (incorporated herein by reference to Exhibit 2.1 toNeon Therapeutics, Inc.'s Current Report on Form 8-K filed with theSEC onJanuary 16, 2020 ) 3.1 Amended and Restated Certificate of Incorporation of the Company 99.1 Press Release, datedMay 6, 2020 3
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