Item 1.02 Termination of a Material Definitive Agreement.

On December 23, 2022, Metacrine, Inc. (the "Company") and Equillium, Inc. ("Equillium") agreed to terminate that certain Agreement and Plan of Merger, dated as of September 6, 2022, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 26, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, Equillium and the other parties thereto.

The Company and Equillium mutually agreed to terminate the Merger Agreement pursuant to Section 7.1 of the Merger Agreement. In accordance with the Merger Agreement (i) the Merger Agreement, including all schedules, exhibits and all ancillary agreements thereto, were terminated effective as of December 23, 2022, (ii) the Company and Equillium mutually agreed to release each other from all known and unknown claims related thereto, and (iii) no termination fee will be payable by the Company or Equillium in connection with the termination of the Merger Agreement.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission on September 6, 2022.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's virtual special meeting of its stockholders (the "Virtual Special Meeting"), originally scheduled for December 20, 2022 at 9 a.m., Pacific time, was adjourned, without conducting any business except as described below, to 9:00 a.m., Pacific time on January 10, 2023.

The sole proposal presented at the Virtual Special Meeting was a proposal to adjourn the Virtual Special Meeting to a later date, if necessary, to solicit additional proxies. The Company's stockholders approved the Adjournment Proposal. The voting results were as follows:



Votes For    Votes Against   Votes Abstained
11,861,459     9,728,042         245,883

The Virtual Special Meeting, as postponed to 9:00 a.m., Pacific time January 10, 2023 by the Adjournment Proposal, will no longer be held given the termination of the Merger Agreement.




Item 8.01. Other Events.

On December 23, 2022, the Company issued a press release announcing the termination of the Merger Agreement. The press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No. Description



  99.1      Press Release dated December 23, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses