PANDION THERAPEUTICS, INC. : 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 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 April 1, 2021, Pandion (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on April 1, 2021 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to 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. Pandion intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Pandion's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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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 3.01, 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 Pandion, and Merck, as the direct parent of Merger Sub, acquired control of Pandion. To the knowledge of Pandion, there are no arrangements which may at a subsequent date result in a further change in control of Pandion.

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

Pursuant to the Merger Agreement, as of the Effective Time, Alan Crane, Carlo Rizzuto, Ph.D., Christopher Fuglesang, Ph.D., J.D., Daniel Becker, M.D., Ph.D., Donald Frail, Ph.D., Jill Carroll, Katina Dorton, J.D., Nancy Stagliano, Ph.D. and Rahul Kakkar, M.D. each resigned and ceased to be directors of Pandion and members of any committee of Pandion's board of directors. These resignations were not a result of any disagreement between Pandion and the directors on any matter relating to Pandion's operations, policies or practices.

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 Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, Caroline Litchfield, and Jon Filderman. The officers of Merger Sub immediately prior to the Effective Time were Rita A. Karachun, President, Caroline Litchfield, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Michael G. Schwartz, Assistant Treasurer, Jon Filderman, Secretary, and Kelly E.W. Grez, Assistant Secretary. Information regarding the new directors and executive officers has been previously disclosed in Schedule I of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Merck and Merger Sub with the SEC on March 4, 2021, as subsequently amended, which is incorporated herein by reference.

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

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Pandion's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Second Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Pandion's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated By-Laws").

Copies of the Second Restated Certificate of Incorporation and the 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number                                    Description
2.1            Agreement and Plan of Merger, dated February 24, 2021, among Pandion
             Therapeutics, Inc., Merck Sharp  & Dohme Corp. and Panama Merger Sub,
             Inc. (incorporated by reference to Exhibit 2.1 to Pandion's Current
             Report on Form 8-K filed with the SEC on February 25, 2021).*

3.1            Second Restated Certificate of Incorporation of Pandion
             Therapeutics, Inc., dated April 1, 2021.

3.2            Amended and Restated By-Laws of Pandion Therapeutics, Inc., dated
             April 1, 2021.




*   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 U.S. Securities and Exchange Commission upon request.

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