ZYMERGEN INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, and as a result of the Merger:
• each share of common stock, par value
(the "Company Common Stock"), issued and outstanding immediately prior to
the Effective Time, other than shares (i) held by Zymergen as treasury
stock; (ii) owned by Parent or Merger Sub; or (iii) owned by any direct
or indirect wholly owned subsidiary of Parent or Merger Sub as of
immediately prior to the Effective Time, was automatically cancelled,
extinguished and converted into the right to receive 0.9179 of a share of
Parent Class A Common Stock (the "Merger Consideration");
• each option to purchase shares of Company Common Stock (each, a "Company
Option"), with an exercise price per share less than the Merger
Consideration Value (as defined below) that was outstanding as of
immediately prior to the Effective Time, whether vested or unvested, was
cancelled and converted into the right to receive a number of shares of
Parent Class A Common Stock equal to the Option Consideration Value (as
defined below) with respect to such Company Option divided by the Parent
Class A Share Price, and cash in lieu of any fractional share, without
interest. "Option Consideration Value" means an amount, without interest,
equal to the product of (i) the excess of (A) the Merger Consideration
Value over (B) the exercise price per share of such Company Option, and
(ii) the total number of Company Common Stock issuable upon exercise in
full of such Company Option. "Merger Consideration Value" means an amount
(rounded down to the nearest whole cent) equal to the product of (x) the
Merger Consideration and (y) the Parent Class A Share Price. "Parent
Class A Share Price" means the volume-weighted average price of Parent
Class A Common Stock on the New York Stock Exchange for the period of
five consecutive trading days ending on and including the second full
trading day prior to the Effective Time;
• each Company Option with an exercise price per share equal to or greater
than the Merger Consideration Value was cancelled for no consideration;
• each outstanding award of Company restricted stock units ("Company RSUs")
outstanding as of immediately prior to the Effective Time that was vested
(including after giving effect to any acceleration of vesting to which
the Company RSU was entitled as of immediately prior to the Effective
Time as disclosed to Parent) was cancelled and converted into and became
a right to receive the Merger Consideration for each such Company RSU and
cash in lieu of any fractional share, without interest;
. . .
Item 2.05 Costs Associated with Exit or Disposal Activities.
On
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, in connection with the consummation of the Merger,
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth 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 by reference into this Item 3.03.
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Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change of control of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
At the Effective Time, pursuant to the terms of the Merger Agreement, each of
In connection with the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the completion of the Merger, on the Closing Date,
Item 8.01 Other Events
On
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 24, 2022 , by and amongZymergen Inc. , aDelaware public benefit corporation, Ginkgo Bioworks Holdings, Inc., aDelaware corporation, andPepper Merger Subsidiary Inc. , aDelaware corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filedJuly 25, 2022 ). 3.1 Sixth Amended and Restated Certificate of Incorporation ofZymergen Inc. 3.2 Second Amended and Restated Bylaws ofZymergen Inc. 99.1 Joint Press Release, datedOctober 19, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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