Item 1.02 Termination of a Material Definitive Agreement.

On August 12, 2022, in connection with the consummation of the Merger, the Company terminated the Amended and Restated Loan Agreement (the "Loan Agreement"), dated as of November 3, 2020, by and among the Company, BioPharma Credit PLC, a public limited company incorporated under the laws of England and Wales, BPCR Limited Partnership, a limited partnership formed under the laws of England, and BioPharma Credit Investments V (Master) LP, a Cayman Islands exempted limited partnership, and terminated all commitments under the Loan Agreement and repaid in full all obligations under the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), other than inchoate indemnity obligations and any other obligations which, by the express terms of the Loan Agreement and the other Loan Documents, survive the termination of the Loan Agreement and the other Loan Documents and the repayment in full of the obligations.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The aggregate Cash Consideration is approximately $244.6 million.

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

Standard; Transfer of Listing.

On August 12, 2022, the Company (a) notified Nasdaq of the consummation of the Merger and (b) requested that Nasdaq (i) suspend trading of the Common Stock effective as of the close of business on August 12, 2022, and (ii)

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file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to file a certification on Form 15 with the SEC requesting the deregistration of the Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on August 12, 2022, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned indirect subsidiary of the Parent.

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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, (i) each of Ken Bate, Roy Beveridge, Grant Bogle, Kevin Conroy, Michael Giordano, Carl Goldfischer, Pablo Legorreta, David Mott, Victoria Richon and Carol Stuckley ceased to serve in his or her respective position as a member of the Company's Board of Directors, and any committee thereof effective as of the Effective Time, and (ii) Francois Garnier and Aymeric Le Chatelier, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.

In accordance with the terms of the Merger Agreement, Christelle Huguet and Jennifer Benenson, each an officer of the Purchaser immediately prior to the Effective Time, became officers of the Company, in each case, effective as of the Effective Time. Further, pursuant to a unanimous written consent of the Company's Board of Directors, dated as of August 12, 2022, Grant Bogle, Christelle Huguet and Jennifer Benenson were appointed as Chief Executive Officer, President and Secretary and Treasurer, respectively, of the Company, effective as of immediately following the consummation of the Merger. Biographical and other information with respect to Francois Garnier, Aymeric Le Chatelier, Christelle Huguet and Jennifer Benenson is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Ipsen S.A. on July 12, 2022 and is incorporated herein by reference. Biographical and other information with respect Grant Bogle is set forth in the Company's most recent definitive proxy statement filed with the SEC on March 30, 2022 and is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time. Copies of the Company's sixth amended and restated certificate of incorporation and second amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

Exhibit No.        Description

2.1**                Agreement and Plan of Merger, dated as of June 27, 2022 by and
                   among the Parent, the Purchaser and the Company (incorporated
                   herein by reference to Exhibit 2.1 to the Company's Current
                   Report on Form 8-K filed with the SEC on June 27, 2022 (File
                   No. 001-35945))

3.1*                 Sixth Amended and Restated Certificate of Incorporation of the
                   Company

3.2*                 Second Amended and Restated Bylaws of the Company

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3.3**               Amendment to Amended and Restated By-laws of the Company, dated
                  June 26, 2022 (incorporated by reference to Exhibit 3.1 to the
                  Company's Current Report on Form 8-K (File No. 001-35945) filed
                  with the SEC on June 27, 2022)

3.4**               Restated Certificate of Incorporation, as amended of the
                  Company (incorporated by reference to Exhibit 4.1 to Company's
                  Registration Statement on Form S-8 (File No. 333-266521) filed
                  with the SEC on August 4, 2022)

10.1**              Form of Support Agreement (incorporated by reference to
                  Exhibit 2.2 to the Company's Current Report on Form 8-K (File
                  No. 001-35945) filed with the SEC on June 27, 2022)

10.2**              Form of Contingent Value Rights Agreement (incorporated by
                  reference to Exhibit 2.3 to the Company's Current Report on Form
                  8-K (File No. 001-35945) filed with the SEC on June 27, 2022)

10.3**              Severance and Change in Control Plan of the Company (as amended
                  through May 25, 2022) (incorporated by reference to Exhibit
                  (e)(5) to the Company's Solicitation/Recommendation Statement on
                  Schedule 14D-9 (File No. 005-87481) filed with the SEC on
                  July 12, 2022)

10.4**              Epizyme, Inc. 2022 Equity Incentive Plan (incorporated by
                  reference to Exhibit 10.1 to the Company's Current Report on Form
                  8-K (File No. 001-35945) filed with the Securities and Exchange
                  Commission on May 19, 2022)

10.5**              Epizyme, Inc. 2013 Employee Stock Purchase Plan, as amended and
                  effective September 1, 2022 (incorporated by reference to
                  Exhibit 10.2 to the Company's Current Report on Form 8-K (File
                  No. 001-35945) filed with the SEC on May 19, 2022)

104*              Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)



* Filed herewith.


**  The Company previously incorporated this exhibit by reference into its
    Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022
    filed with the SEC on August 9, 2022 (the "Form 10-Q"). The Company is
    listing this exhibit to this Current Report on Form 8-K to correct an
    inaccurate hyperlink in the Form 10-Q.

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