Item 1.02 Termination of a Material Definitive Agreement.
On
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
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
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file with the
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
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
In accordance with the terms of the Merger Agreement,
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 ofJune 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 theSEC onJune 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, datedJune 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 theSEC onJune 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 theSEC onAugust 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 theSEC onJune 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 theSEC onJune 27, 2022 ) 10.3** Severance and Change in Control Plan of the Company (as amended throughMay 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 theSEC onJuly 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 theSecurities and Exchange Commission onMay 19, 2022 ) 10.5**Epizyme, Inc. 2013 Employee Stock Purchase Plan, as amended and effectiveSeptember 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 theSEC onMay 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 endedJune 30, 2022 filed with theSEC onAugust 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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