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 Dianthus common stock (including
shares of Dianthus common stock issued upon conversion of Dianthus preferred
stock and shares of Dianthus common stock issued in the financing transaction
described below) will be converted into the right to receive a number of shares
of Magenta common stock calculated in accordance with the Merger Agreement (the
"Exchange Ratio"), (b) each then-outstanding option to purchase Dianthus common
stock will be assumed by Magenta, subject to adjustment as set forth in the
Merger Agreement and (c) each then-outstanding warrant to purchase shares of
Dianthus common stock will be converted into a warrant to purchase shares of
Magenta common stock, 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 Magenta (the "Board") will take actions
to (i) accelerate the vesting of equity awards of Magenta and (ii) extend the
expiration time of Magenta options with an exercise price of
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 Magenta
common stock expected to be issued in the Merger, pre-Merger Dianthus
stockholders (including Dianthus stockholders issued shares of Dianthus common
stock and pre-funded warrants in the financing transaction described below) will
own approximately 78.7% of the combined company and pre-Merger Magenta
stockholders will own approximately 21.3% of the combined company. For purposes
of calculating the Exchange Ratio, (i) shares of Magenta common stock underlying
Magenta stock options with an exercise price per share of less than or equal to
In connection with the Merger, Magenta will seek the approval of its
stockholders to, among other things, (a) issue shares of Magenta common stock
issuable in connection with the Merger under the rules of
Item 3.02. Unregistered Sales of
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 under the heading "Stockholder Rights Agreement" is incorporated by reference into this Item 3.03.
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Item 5.01. Changes in Control of Registrant.
To the extent required by this Item, the information included in Item 1.01 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.
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that will be used by Magenta and Dianthus in connection with the Merger, including the webcast described below.
Magenta plans to host a live webcast presentation to discuss the Merger as well
as Dianthus' platform and pipeline assets at
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (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 and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning Magenta, Dianthus, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating to structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the combined company; each company's and the combined company's expected cash position at the closing of the proposed Merger (including completion of Dianthus' private placement) and cash runway of the combined company; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; the location of the combined company's corporate headquarters; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates; and other statements that are not historical fact. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions (including the negatives of these terms or variations of them) 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 Magenta, Dianthus or the proposed transaction will be those that have been anticipated.
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These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond Magenta'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 or
consummation 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 proposed transaction and the ability of each
of Magenta and Dianthus to consummate the transactions contemplated by the
proposed transaction; risks related to Magenta's continued listing on Nasdaq
until the closing of the proposed transaction and the combined company's ability
to remain listed following the proposed transaction; risks related to Magenta's
and Dianthus' ability to correctly estimate their respective operating expenses
and expenses associated with the proposed transaction, as well as uncertainties
regarding the impact any delay in the closing would have on the anticipated cash
resources of the resulting 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 or any
of the transactions contemplated thereby; the effect of the announcement or
pendency of the merger on Magenta's or Dianthus' business relationships,
operating results and business generally; costs related to the merger; the
outcome of any legal proceedings that may be instituted against Magenta,
Dianthus or any of their respective directors or officers related to the Merger
Agreement or the transactions contemplated thereby; the ability of Magenta or
Dianthus to protect their respective intellectual property rights; competitive
responses to the proposed transaction; unexpected costs, charges or expenses
resulting from the proposed transaction; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
proposed transaction; legislative, regulatory, political and economic
developments; and those uncertainties and factors described under the heading
"Risk Factors," "Risk Factor Summary" and "Forward-Looking Statements" in the
Magenta's most recent Annual Report on Form 10-K filed with the
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) 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 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 or an exemption therefrom. 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.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.
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Important Additional Information About the Proposed Transaction Will be Filed
with the
This Current Report on Form 8-K and the exhibits filed or furnished herewith are
not substitutes for the registration statement or for any other document that
Magenta may file with the
Participants in the Solicitation
Magenta, Dianthus and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from stockholders in
connection with the proposed transaction. Information about Magenta's directors
and executive officers including a description of their interests in Magenta is
included in Magenta'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, dated as ofMay 2, 2023 , by and amongMagenta Therapeutics, Inc. ,Dio Merger Sub, Inc. andDianthus Therapeutics, Inc. 4.1 Stockholder Rights Agreement, dated as ofMarch 31, 2023 , betweenMagenta Therapeutics, Inc. andComputershare Trust Company, N.A. , as Rights Agent, filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A onMarch 31, 2023 and incorporated herein by reference 4.2 Amendment No. 1 to Stockholder Rights Agreement, dated as ofMay 2, 2023 , by and betweenMagenta Therapeutics, Inc. andComputershare Trust Company, N.A. , as Rights Agent 10.1 Form of Dianthus Support Agreement 10.2 Form of Magenta Support Agreement 10.3 Form of Lock-Up Agreement 10.4 Form of Contingent Value Rights Agreement 99.1 Joint Press Release, issued onMay 3, 2023 99.2 Investor Presentation, datedMay 2023 99.3 Conference Call Transcript, datedMay 3, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* 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 Exchange Act for any exhibits or schedules so
furnished.
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