Item 8.01. Other Events
As previously announced, on January 15, 2020, Neon Therapeutics, Inc., a
Delaware corporation (the "Company" or "Neon"), BioNTech SE, a Societas Europaea
organized and existing under the laws of Germany ("Parent" or "BioNTech") and
Endor Lights, Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Company (the "Merger"), with the Company surviving the Merger as a wholly-owned
subsidiary of Parent. On April 2, 2020, the Company filed with the U.S.
Securities and Exchange Commission (the "SEC") a definitive proxy statement (the
"Definitive Proxy Statement") with respect to the special meeting (the "Neon
Special Meeting") of the Company's stockholders scheduled to be held on May 4,
2020 in connection with the Merger.
Litigation Related to the Merger
In connection with the Merger, a putative class action lawsuit, Franchi v. Neon
Therapeutics, Inc., et al., 1:20-cv-00482, was filed on April 7, 2020 by
purported Company stockholder Adam Franchi against the Company, its directors,
Parent, and Merger Sub in the U.S. District Court for the District of Delaware.
On April 10, 2020, in connection with the Merger, a complaint, Alvarado v. Neon
Therapeutics, Inc., et al., 1:20-cv-02959, was filed as an individual action by
purported Company stockholder Francisco J. Dos Ramos Alvarado against the
Company and its directors in the U.S. District Court for the Southern District
of New York. On April 13, 2020, in connection with the Merger, a complaint,
Ezebunwa v. Neon Therapeutics, Inc., et al., 1:20-cv-03001, was filed as an
individual action by purported Company stockholder Esther Ezebunwa against the
Company and its directors in the U.S. District Court for the Southern District
of New York. On April 15, 2020, in connection with the Merger, a putative class
action lawsuit, Marks v. Neon Therapeutics, Inc., et al., 1:20-cv-03033, was
filed by purported Company stockholder John Marks against the Company and its
directors in the U.S. District Court for the Southern District of New York. On
April 15, 2020, in connection with the Merger, a complaint, Shen v. Neon
Therapeutics, Inc., et al., 1:20-cv-03035, was filed as an individual action by
purported Company stockholder David Shen against the Company and its directors
in the U.S. District Court for the Southern District of New York. On April 15,
2020, in connection with the Merger, a complaint, Gilbert v. Neon Therapeutics,
et al., 1:20-cv-01816, was filed as an individual action by purported Company
stockholder Phillip Gilbert against the Company and its directors in the U.S.
District Court for the Eastern District of New York. The Franchi, Alvarado,
Ezebunwa, Marks, Shen, and Gilbert cases are collectively referred to as the
"Merger Actions." The Merger Actions generally allege that the Definitive Proxy
Statement misrepresents and/or omits certain purportedly material information
relating to financial projections, analysis performed by Duff & Phelps, LLC
("Duff & Phelps"), and past engagements of Duff & Phelps and Ondra Partners. The
Merger Actions assert violations of Section 14(a) of the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 14a-9 promulgated thereunder against the
Company and its directors and violations of Section 20(a) of the Exchange Act
against the Company's directors. The Franchi Merger Action also asserts
violations of Section 20(a) of the Exchange Act against BioNTech and Merger Sub.
The Shen Merger Action also asserts claims for breach of fiduciary duty against
the Company's directors. The Merger Actions seek, among other things: an
injunction enjoining consummation of the Merger, costs of the action, including
plaintiff's attorneys' fees and experts' fees, declaratory relief and any other
relief the court may deem just and proper.
The Company believes the Merger Actions to be without merit. It is possible that
additional similar cases could be filed in connection with the Merger.
The Company's Board of Directors continues to unanimously recommend that
stockholders vote "FOR" the proposal to adopt the Merger Agreement and "FOR" the
other proposal being considered at the Neon Special Meeting.
Additional Information and Where to Find It
In connection with the proposed merger, on April 1, 2020, BioNTech filed with
the SEC a Registration Statement on Form F-4 containing a proxy statement of
Neon and a prospectus of BioNTech, and each of Neon and BioNTech may file with
the SEC other documents regarding the proposed merger. The Definitive Proxy
Statement has been mailed to stockholders of Neon. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE
DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER, WHEN AND IF THEY BECOME AVAILABLE, BECAUSE
THEY CONTAIN OR THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BIONTECH, NEON AND
THE PROPOSED MERGER.
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov or from BioNTech
at its website, https://biontech.de, or from Neon at its website,
https://neontherapeutics.com. Documents filed with the SEC by BioNTech will be
available free of charge by accessing BioNTech's website under the heading
Investors & Media, or, alternatively, by directing a request by telephone or
mail to BioNTech at An der Goldgrube 12, 55131 Mainz, Germany, and documents
filed with the SEC by Neon will be available free of charge by accessing Neon's
website at

                                       2
--------------------------------------------------------------------------------


https://neontherapeutics.com under the heading Investor Resources or,
alternatively, by directing a request by telephone or mail to Neon at 40 Erie
Street, Suite 110, Cambridge, MA 02139.
Participants in the Solicitation
BioNTech and Neon and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Neon in
respect of the proposed merger under the rules of the SEC. Information about
Neon's directors and executive officers is available in Neon's Definitive Proxy
Statement dated April 2, 2020 for the Neon Special Meeting of Stockholders.
Information about BioNTech's directors and executive officers is available in
BioNTech's Registration Statement on Form F-4 filed with the SEC on April 1,
2020. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the Registration Statement on Form F-4 and the
Definitive Proxy Statement and other relevant materials to be filed with the SEC
regarding the proposed merger when and if they become available. Investors
should read the Registration Statement on Form F-4 and the Definitive Proxy
Statement carefully before making any voting or investment decisions. You may
obtain free copies of these documents from Neon or BioNTech using the sources
indicated above.
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" of Neon
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include, but may not be limited to, express
or implied statements regarding the proposed acquisition of Neon by BioNTech and
the potential timing of the closing of that proposed transaction; our ability to
obtain and maintain regulatory approval of our product candidates; the potential
timing and advancement of our clinical trials; the potential timing and manner
of data readouts from our ongoing and planned clinical trials; the design and
potential efficacy of our therapeutic approaches; financial plans and
projections; and our ability to replicate results achieved in our preclinical
studies or clinical trials in any future studies or trials. Any forward-looking
statements in this press release are based on management's current expectations
and beliefs of future events, and are subject to a number of risks and
uncertainties that could cause actual results to differ materially and adversely
from those set forth in or implied by such forward-looking statements. These
risks and uncertainties include, but are not limited to: uncertainties related
to the timing and occurrence of the closing of the proposed acquisition of Neon
by BioNTech; the reaction to the proposed acquisition of our business partners,
the reaction of competitors to the proposed acquisition, the retention of our
employees, BioNTech's plans for us, the future growth of our and BioNTech's
businesses and the possibility that integration following the proposed
acquisition may be more difficult than expected; risks related to the
initiation, timing and conduct of studies and other development requirements for
our product candidates; the risk that any one or more of our product candidates
will not be successfully developed and commercialized; the risk that the results
of preclinical studies and clinical trials may not be predictive of future
results in connection with future studies or trials; the risk that our
collaborations will not continue or will not be successful; risks related to our
ability to protect and maintain our intellectual property position; risks
related to our capital requirements and use of capital and unexpected
expenditures; and risks related to the ability of our licensors to protect and
maintain their intellectual property position. For a discussion of these and
other risks and uncertainties, and other important factors, any of which could
cause Neon's actual results to differ from those contained in the
forward-looking statements, see the section entitled "Risk Factors" in the
Definitive Proxy Statement, as filed with the Securities and Exchange
Commission, as well as discussions of potential risks, uncertainties, and other
important factors in Neon's other filings with the Securities and Exchange
Commission. All information in this press release is as of the date of the
release, and Neon undertakes no duty to update this information unless required
by law.
--------------------------------------------------------------------------------

© Edgar Online, source Glimpses