FORMA THERAPEUTICS HOLDINGS, INC. : Termination of a Material Definitive Agreement, 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, Financial Statements and Exhibits (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement

As previously reported, on July 26, 2021, Forma entered into a Sales Agreement ("Sales Agreement") with SVB Leerink LLC (the "Sales Agent") to provide for the offering, issuance and sale of up to an aggregate amount of $200.0 million of common stock from time to time in "at-the-market" offerings, with $150.0 million of common stock currently registered under Registration Statement on Form S-3 with the SEC, which was automatically declared effective on July 26, 2021 (File No. 333-258174), as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 on Form S-3 filed on March 1, 2022 (the "Registration Statement"), and subject to the limitations thereof.

On October 13, 2022, in connection with the Merger, Forma provided written notice to SVB to terminate the Sales Agreement and all applicable commitments under the Sales Agreement effective as of the Closing. Forma is not subject to any termination penalties related to the termination of the Sales Agreement. Prior to termination, no sales had been made under the Sales Agreement and $150.0 million of Forma's common stock remained available for sale pursuant to the Sales Agreement. As a result of the termination of the Sales Agreement, Forma will not offer or sell any additional shares under the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.2 to the Registration Statement, filed with the SEC on July 26, 2021.

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.

On October 14, 2022, Forma (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 October 14, 2022 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. Forma intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Forma'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 Forma, and Novo, as the indirect parent of Purchaser, acquired control of Forma. To the knowledge of Forma, there are no arrangements which may at a subsequent date result in a further change in control of Forma.

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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, Frank D. Lee, Timothy P. Clackson, Marsha Fanucci, Wayne A.I. Frederick, Peter Kolchinsky, Arturo Molina, Thomas G. Wiggans, and Peter Wirth each ceased to be directors of Forma and members of any committee of Forma's board of directors. These departures were not a result of any disagreement between Forma and the directors on any matter relating to Forma's operations, policies or practices.

The directors of Purchaser immediately prior to the Effective Time were Steve Benz, Ulrich Christian Otte and Thomas Haagen. The executive officer of Purchaser immediately prior to the Effective Time was Ulrich Christian Otte.

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 September 15, 2022, 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, Forma's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Third Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Forma'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 Third 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.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number       Description

2.1            Agreement and Plan of Merger, dated August 31, 2022, by and among
             Forma Therapeutics Holdings, Inc., Novo Nordisk A/S, and NNUS New
             Research, Inc. (incorporated by reference to Exhibit 2.1 to Forma's
             Current Report on Form 8-K filed with the SEC on September 1, 2022).*


3.1            Third Amended and Restated Certificate of Incorporation, dated
             October 14, 2022.

3.2            Second Amended and Restated By-Laws, dated October 14, 2022.

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

* 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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