DICERNA PHARMACEUTICALS, INC.

(DRNA)
Delayed Nasdaq  -  12/27 04:00:00 pm EST
38.22 USD   +0.58%
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DICERNA PHARMACEUTICALS INC : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

12/28/2021 | 09:30am EDT

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

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On December 27, 2021, Dicerna (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on December 28, 2021 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Shares will no longer be listed on Nasdaq. Dicerna intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Dicerna's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of Dicerna, and Novo, as the indirect parent of Purchaser, acquired control of Dicerna. To the knowledge of Dicerna, there are no arrangements which may at a subsequent date result in a further change in control of Dicerna.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. As of the Effective Time, Douglas M. Fambrough, III, Ph.D., J. Kevin Buchi, Stephen Doberstein, Ph.D., Martin Freed, M.D., Patrick Gray, Stephen J. Hoffman, M.D., Ph.D., Adam M. Koppel, M.D., Ph.D., Marc Kozin and Cynthia Smith each ceased to be directors of Dicerna and members of any committee of Dicerna's board of directors. These departures were not a result of any disagreement between Dicerna and the directors on any matter relating to Dicerna's operations, policies or practices.

The directors of Purchaser immediately prior to the Effective Time were Jamie Haney, Ulrich Christian Otte and Thomas Haagen. The executive officer of Purchaser immediately prior to the Effective Time was Ulrich Christian Otte, President. Effective as of the Effective Time, Bob D. Brown, our Chief Scientific Officer and Senior Vice President, will be appointed to serve as President of the Company. Information regarding the new directors and executive officers has been previously disclosed in Schedule A of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Novo and Purchaser with the SEC on November 24, 2021, as subsequently amended, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Dicerna's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Second Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Dicerna's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Second Amended and Restated By-Laws").

Copies of the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.



Item 8.01 Other Events.


On December 28, 2021, Dicerna issued a press release announcing the expiration and results of the Offer. The full text of the press release issued by Dicerna is attached as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit
Number                                    Description

2.1            Agreement and Plan of Merger, dated November 17, 2021, by and among
             Dicerna Pharmaceuticals, Inc., Novo Nordisk A/S, and NNUS New
             Research, Inc. (incorporated by reference to Exhibit 2.1 to Dicerna's
             Current Report on Form 8-K filed with the SEC on November 18, 2021).*


3.1            Second Amended and Restated Certificate of Incorporation, dated
             December 28, 2021.

3.2            Second Amended and Restated By-Laws, dated December 28, 2021.

99.1           Press release by Dicerna, dated December 28, 2021.



* Schedules to the Agreement and Plan of Merger have been omitted pursuant to

Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any

such schedules to the U.S. Securities and Exchange Commission upon request.

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