LOGICBIO THERAPEUTICS, 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.

On November 16, 2022, the Company terminated that certain Loan and Security Agreement, dated July 2, 2019, among Oxford Finance LLC, as collateral agent, the lenders party thereto, the Company and LogicBio Australia Pty Limited, as amended, modified, supplemented, restated or amended and restated through the date of the Merger Agreement, and repaid all the outstanding obligations in respect of principal, interest and fees thereunder.

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.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard? Transfer of Listing.

On November 16, 2022, the Company notified The Nasdaq Global Market ("Nasdaq") of the consummation of the Merger, and requested that Nasdaq (a) suspend trading of the Shares before the opening of trading on November 16, 2022 and (b) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to effect the delisting of the Shares and to deregister the Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

                                       2

Item 3.03 Material Modification to Rights of Security Holders

The information contained in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of Purchaser's acceptance for payment of all Shares that were validly tendered (and not validly withdrawn) pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on November 16, 2022, a change in control of the Company occurred and the Company is now a wholly owned subsidiary of Parent.

The information contained in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement and effective as of the Effective Time, each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company's board of directors and the committees of the Company's board of directors and each of Frederic Chereau, Josh Blacher, Daniel Gruskin and Mariana Nacht ceased to be executive officers of the Company. Frederic Chereau and Mariana Nacht will continue to be employed by Parent.

Further, pursuant to the Merger Agreement and effective immediately after the Effective Time, the officers and directors of Purchaser as of immediately prior to the Effective Time became the officers and directors of the surviving corporation. Information regarding the new officers and directors of the Company has been previously disclosed on Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO filed with the SEC on October 18, 2022, and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Company's certificate of incorporation and its bylaws were amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company as currently in effect are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number                                         Title
  2.1          Agreement and Plan of Merger, dated October 3, 2022, by and among
             LogicBio Therapeutics, Inc., Alexion Pharmaceuticals, Inc. and Camelot
             Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current
             Report on Form 8-K of LogicBio Therapeutics, Inc. filed with the SEC on
             October 3, 2022)
  3.1*         Fifth Amended and Restated Certificate of Incorporation of LogicBio
             Therapeutics, Inc.
  3.2*         Amended and Restated Bylaws of LogicBio Therapeutics, Inc.
104          Cover Page Interactive Data File (embedded with the Inline XBRL
             document).






* Filed herewith.



                                       3

© Edgar Online, source Glimpses