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 Hugh O'Dowd, Robert Bazemore, Cary Pfeffer, Robert Kamen, Eric Lander, Stephen Sherwin, Robert Tepper and Meryl Zausner ceased serving as directors of Neon, and new directors will be appointed to the board of directors of the surviving corporation. In addition, at the Effective Time, following the closing of the Merger, each named executive officer of the Company listed below ceased to hold the positions indicated beside such executive officer's name: • Hugh O'Dowd President and Chief Executive Officer

• 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 of Hugh O'Dowd and Yasir B.
Al-Wakeel, entitling each executive to severance benefits in accordance with
their respective existing employment agreements, dated June 29, 2018 for each of
Mr. O'Dowd and Mr. 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
On May 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, dated January 15, 2020, by and among
              Neon Therapeutics, Inc., BioNTech SE, and Endor Lights, Inc.
              (incorporated herein by reference to Exhibit 2.1 to Neon Therapeutics,
              Inc.'s Current Report on Form 8-K filed with the SEC on January 16,
              2020)
3.1             Amended and Restated Certificate of Incorporation of the Company
99.1            Press Release, dated May 6, 2020



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