Item 7.01. Regulation FD Disclosure.
As previously announced, on August 9, 2022, Gemini Therapeutics, Inc., a
Delaware corporation ("Gemini" or the "Company"), Gemstone Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Gemini ("Merger Sub"), and
Disc Medicine, Inc., a Delaware corporation ("Disc"), entered into an Agreement
and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to
which, among other matters, and subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, Merger Sub will merge with and
into Disc, with Disc continuing as a wholly owned subsidiary of Gemini and the
surviving corporation of the merger (the "Merger").
On August 10, 2022, Gemini and Disc hosted a webcast presentation regarding the
proposed Merger between Gemini and Disc. (the "Presentation"). A transcript of
the Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference, and a copy of the investor presentation
was previously furnished as Exhibit 99.2 to that certain Current Report on
Form 8-K filed by Gemini on August 10, 2022, and which is incorporated herein by
reference.
Additionally, on August 10, 2022, Disc issued a press release announcing the
initiation of BEACON (the Study"), a Phase 2 clinical study of Bitopertin in
patients with Erythropoietic Protoporphyria (EPP) and X-linked Protoporphyria
(XLP). The press release is furnished as Exhibit 99.2 to this Current Report on
Form 8-K and incorporated herein by reference, except that the information
contained on the websites referenced in the press release is not incorporated
herein by reference.
Furnished as Exhibit 99.3 hereto and incorporated herein by reference are social
media posts posted by Disc on LinkedIn and Twitter on August 10, 2022 regarding
the announcement of the Merger and the Study.
On August 10, 2022, Arix Bioscience plc, an investor in Disc and a participant
in the concurrent financing to the Merger, issued the press release attached as
Exhibit 99.4.
The information in this Item 7.01 and Exhibits 99.1, 99.2, 99.3 and 99.4
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 and Disc'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 or Disc'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
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concurrent financing; risks related to Gemini's continued listing on the Nasdaq
Stock Market until closing of the proposed transaction; risks related to
Gemini's and Disc's ability to correctly estimate their respective operating
expenses and expenses associated with the transaction, as well as uncertainties
regarding the impact any delay in the closing would have on the anticipated cash
resources of the combined company upon closing and other events and
unanticipated spending and costs that could reduce the combined company's cash
resources; the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger agreement; the
effect of the announcement or pendency of the merger on Gemini's or Disc's
business relationships, operating results and business generally; costs related
to the merger; the outcome of any legal proceedings that may be instituted
against Gemini, Disc or any of their respective directors or officers related to
the merger agreement or the transactions contemplated thereby; 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;
uncertainties related to the initiation of Disc's BEACON clinical study; and
those factors described under the heading "Risk Factors" in the Gemini's most
recent Annual Report on Form 10-K filed with the SEC, as well as discussions of
potential risks, uncertainties, and other important factors included in later
filings, including any Quarterly Reports on Form 10-Q,Current Reports on Form
8-K and the proxy statement/prospectus included in the registration statement on
Form S-4 to be filed with the SEC in connection with the Merger. Should one or
more of these risks or uncertainties materialize, or should any of Gemini's or
Disc's assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. Some of these risks
and uncertainties may in the future be amplified by the ongoing COVID-19
pandemic and there may be additional risks that we consider immaterial or which
are unknown. It is not possible to predict or identify all such risks. Gemini's
and Disc's forward-looking statements only speak as of the date they are made,
and Gemini and Disc do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
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 SEC
In connection with the proposed transaction between Gemini and Disc, Gemini
intends to file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement/prospectus of Gemini
and information statement of Disc. GEMINI URGES INVESTORS AND STOCKHOLDERS TO
READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GEMINI, DISC, THE PROPOSED
TRANSACTION AND RELATED
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MATTERS. Investors and shareholders will be able to obtain free copies of the
proxy statement/prospectus/information statement and other documents filed by
Gemini with the SEC (when they become available) through the website maintained
by the SEC at www.sec.gov. In addition, investors and shareholders should note
that Gemini communicates with investors and the public using its website
(www.geminitherapeutics.com) and the investor relations website
(https://investors.geminitherapeutics.com/) where anyone will be able to obtain
free copies of the proxy statement/prospectus/information statement and other
documents filed by Gemini with the SEC and stockholders are urged to read the
proxy statement/prospectus/information statement and the other relevant
materials when they become available before making any voting or investment
decision with respect to the proposed transaction.
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
SEC. Additional information regarding these persons and their interests in the
transaction will be included in the proxy statement/prospectus/information
statement relating to the transaction when it is filed with the SEC. These
documents can be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Transcript of webcast presentation held by Gemini Therapeutics, Inc.
and Disc Medicine, Inc. on August 10, 2022
99.2 Press release issued by Disc Medicine, Inc. on August 10, 2022
99.3 Social media posts, posted by Disc Medicine, Inc. on August 10, 2022
99.4 Press release issued by Arix Bioscience plc on August 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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