IMAGO BIOSCIENCES, INC. 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
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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. Upon effectiveness of such Form 25, Imago intends to
file with the
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 3.03, 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 Imago, and Merck, as the direct parent of Merger Sub, acquired control of Imago. To the knowledge of Imago, there are no arrangements which may at a subsequent date result in a further change in control of Imago.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosures under the Introductory Note are incorporated herein by reference.
Pursuant to the Merger Agreement, as of the Effective Time,
Pursuant to the Merger Agreement, as of the Effective Time, the directors and
officers of Merger Sub immediately prior to the Effective Time became the
directors and officers of the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal
Year.
The disclosures under the Introductory Note are incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, Imago's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Second Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Imago'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 Second 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, datedNovember 19, 2022 , amongMerck Sharp & Dohme LLC ,M-Inspire Merger Sub, Inc. andImago BioSciences, Inc. (incorporated by reference to Exhibit 2.1 to Imago's Current Report on Form 8-K filed with theSEC onNovember 21, 2022 ). 3.1 Second Amended and Restated Certificate of Incorporation ofImago BioSciences, Inc. datedJanuary 11, 2023 . 3.2 Second Amended and Restated By-Laws ofImago BioSciences, Inc. datedJanuary 11, 2023 . 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
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