Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock of the Company, par value
The Company's definitive proxy statement, filed with the
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Additionally, the Company intends to file with the
The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change of control of the Company occurred and
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
The information set forth in Item 2.01 is incorporated by reference into this Item 5.02.
In connection with the Merger, at the Effective Time, each member of the board
of directors of the Company (the "Board") submitted his or her resignation from
the Board and from all committees of the Board on which such directors served.
The members of the Board immediately prior to the Effective Time were
Immediately following the Effective Time,
As of the Effective Time, the officers of the Company immediately prior to the Merger remained in their respective positions as the officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01 is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, as of the Effective Time, the Third Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Fourth Amended and Restated Certificate of Incorporation"). The Fourth Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.
In addition, as of the Effective Time, in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws"). The Bylaws, as so amended and restated, are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On
Additionally, in accordance with General Instruction G(3) of Form 10-K, the
Company will file an amendment to our Form 10-K for the fiscal year ended
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofOctober 9, 2019 , by and amongRa Pharmaceuticals, Inc. , UCB S.A., andFranq Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onOctober 10, 2019 )* 3.1 Fourth Amended and Restated Certificate of Incorporation ofRa Pharmaceuticals, Inc. 3.2 Bylaws ofRa Pharmaceuticals, Inc. 99.1 Press release, datedApril 2, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules to the Agreement and Plan of Merger have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K.
copies of any such schedules to the
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