GEMI THER Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Subject to the terms and conditions of the Merger Agreement, at the closing of the Merger, (a) each then outstanding share of Disc common stock (including shares of Disc common stock issued upon conversion of Disc preferred stock and shares of Disc common stock issued in the financing transaction described below) will be converted into the right to receive a number of shares of Gemini common stock calculated in accordance with the Merger Agreement (the "Exchange Ratio"); and (b) each then outstanding Disc stock option to purchase Disc common stock will be assumed by Gemini, subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger Agreement, prior to the closing of the transaction, the board of directors of the Company (the "Board") may take actions to effect vesting treatment of equity awards of the Company in accordance with the terms of underlying equity award agreements or otherwise in accordance with the terms of the Merger Agreement.
Under the Exchange Ratio formula in the Merger Agreement, upon the closing of
the Merger, on a pro forma basis and based upon the number of shares of Company
common stock expected to be issued in the Merger, pre-Merger Gemini shareholders
will own approximately 28% of the combined company and pre-Merger Disc
stockholders will own approximately 72% of the combined company, before giving
effect to the concurrent financing transaction described below. For purposes of
calculating the Exchange Ratio, shares of Gemini common stock underlying Gemini
stock options outstanding as of immediately prior to the closing of the Merger
with an exercise price per share of less than or equal to
In connection with the Merger, Gemini will seek the approval of its stockholders
to, among other things, (a) issue the shares of Gemini common stock issuable in
connection with the Merger under the rules of
Each of Gemini and Disc has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) using commercially reasonable efforts to obtain the requisite approval of its stockholders, (2) non-solicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of the Merger, (4) Gemini using commercially reasonable efforts to maintain the existing listing of the Gemini common stock on Nasdaq and Gemini causing the shares of
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Gemini common stock to be issued in connection with the Merger to be approved
for listing on Nasdaq prior to the closing of the Merger, and (5) Gemini filing
with the
Consummation of the Merger is subject to certain closing conditions, including, among other things, (1) approval by Gemini stockholders of the Gemini Voting Proposals, (2) approval by the Disc stockholders of the adoption of the Merger Agreement, (3) Nasdaq's approval of the listing of the shares of Gemini common stock to be issued in connection with the Merger, and (4) the effectiveness of the Registration Statement. Each party's obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger.
The Merger Agreement contains certain termination rights of each of Gemini and
Disc. Upon termination of the Merger Agreement under specified circumstances,
Gemini may be required to pay Disc a termination fee of
At the effective time of the Merger (the "Effective Time"), the Board of Directors of Gemini is expected to consist of nine (9) members, eight (8) of whom will be designated by Disc and one (1) of whom will be designated by Gemini.
Financing Transaction
Concurrently with the execution and delivery of the Merger Agreement, certain
parties have entered into agreements with Disc pursuant to which they have
agreed, subject to the terms and conditions of such agreements, to purchase
prior to the consummation of the Merger shares of Disc common stock for an
aggregate purchase price of approximately
Contingent Value Rights Agreement
At or prior to the Effective Time, the Company will enter into a Contingent Value Rights Agreement (the "CVR Agreement") with a rights agent ("Rights Agent") pursuant to which the Company's pre-Merger common stockholders will receive one contingent value right (each, a "CVR") for each outstanding share of Gemini common stock held by such stockholder on such date. Each CVR will represent the contractual right to receive payments, in the form of shares of stock of the Company, upon the actual receipt by the Company or its affiliates of certain proceeds derived from consideration paid to the Company as a result of the disposition of the Company's pre-Merger legacy assets, net of certain expenses and other deductions. Any payments under the CVR Agreement will be in the form of shares of the Company, determined on the basis of a volume weighted average for the five (5) trading days prior to the date of issuance.
The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. In the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any payment of any Company shares will be made or that any holders of CVRs will receive any amounts with respect thereto.
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The right to the contingent payments contemplated by the CVR Agreement is a
contractual right only and will not be transferable, except in the limited
circumstances specified in the CVR Agreement. The CVRs will not be evidenced by
a certificate or any other instrument and will not be registered with the
Support Agreements and Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, (i) certain stockholders of Disc (solely in their respective capacities as Disc stockholders) holding approximately 90% of the outstanding shares of Disc capital stock have entered into support agreements with Gemini and Disc to vote all of their shares of Disc capital stock in favor of adoption of the Merger Agreement and against any alternative acquisition proposals (the "Disc Support Agreements") and (ii) certain stockholders of Gemini holding approximately 36% of the outstanding shares of Gemini common stock have entered into support agreements with Gemini and Disc to vote all of their shares of Gemini common stock in favor of the Gemini Voting Proposals and against any alternative acquisition proposals (the "Gemini Support Agreements", and together with the Disc Support Agreements, the "Support Agreements"). . . .
Item 7.01. Regulation FD Disclosure.
On
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Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that will be used by Gemini and Disc in connection with the Merger.
The Company plans to host a live webcast presentation to discuss the Merger as
well as Disc's platform and pipeline assets at
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section 21E of the Exchange Act and Section 27A of the
Securities Act of 1933, as amended (the "Securities Act")) concerning Gemini,
Disc, the proposed transaction and other matters. These forward-looking
statements include express or implied statements relating to Gemini's management
team's expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "contemplate," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"will," "would" and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on current
expectations and beliefs concerning future developments and their potential
effects. There can be no assurance that future developments affecting Gemini,
Disc or the proposed transaction will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond Gemini's control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, the risk that the conditions to the closing of
the transaction are not satisfied, including the failure to obtain stockholder
approval for the transaction; the risk that the concurrent financing is not
completed in a timely manner or at all; uncertainties as to the timing of the
consummation of the transaction and the ability of each of Gemini and Disc to
consummate the transaction, including the concurrent financing; risks related to
Gemini's continued listing on the
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the ability of Gemini or Disc to protect their respective intellectual property
rights; competitive responses to the transaction; unexpected costs, charges or
expenses resulting from the transaction; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
transaction; legislative, regulatory, political and economic developments; and
those factors described under the heading "Risk Factors" in the Gemini's most
recent Annual Report on Form 10-K filed with the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the
In connection with the proposed transaction between Gemini and Disc, Gemini
intends to file relevant materials with the
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Participants in the Solicitation
Gemini, Disc and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Gemini's directors and executive
officers is included in Gemini's most recent Annual Report on Form 10-K,
including any information incorporated therein by reference, as filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1* Agreement and Plan of Merger and Reorganization, dated as of
August 9, 2022 , by and among Gemini Therapeutics, Inc. , Gemstone
Merger Sub, Inc. and Disc Medicine, Inc.
10.1 Form of Disc Support Agreement
10.2 Form of Gemini Support Agreement
10.3 Form of Lock-Up Agreement
10.4 Form of Contingent Value Rights Agreement
99.1 Joint Press Release issued on August 10, 2022
99.2 Investor Presentation, dated August 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted exhibits and schedules upon request by the
provided, however, that the registrant may request confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for any exhibits or schedules so furnished.
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