Item 8.01. Other Events.
On January 19, 2021, FS Development Corp., a Delaware corporation (the
"Company"), issued a press release announcing that its registration statement on
Form S-4 (File No. 333-249785) (as amended, the "Registration Statement"),
relating to the previously announced business combination (the "Business
Combination") with Gemini Therapeutics, Inc. ("Gemini"), had been declared
effective by the U.S. Securities and Exchange Commission ("SEC"). In the
Registration Statement, the conversion ratio (the "Conversion Ratio") for
determining the number of shares of the Company's Class A Common Stock to be
issued as consideration (the "Merger Consideration") to the holders of Gemini's
outstanding equity in connection with the closing of the Business Combination
was calculated as of January 15, 2021, the record date (the "Record Date") for
the Special Meeting of the Company's stockholders to be held on February 3, 2021
(the "Special Meeting"), to approve the Business Combination and other matters
related thereto.
The Conversion Ratio calculated as of January 28, 2021 (four business days prior
to the Special Meeting), which is expected to be the Conversion Ratio used for
calculating the final Merger Consideration, is .2180, meaning that of the 21.5
million shares of the Company's Class A Common Stock being issued as the Merger
Consideration, 17,942,274 shares will be issued for all issued and outstanding
Gemini common stock and preferred stock, 2,318,566 shares will be issued for
Gemini's underlying vested, unvested, and unexercised options and warrants, and
1,239,160 shares will be reserved for issuance under the 2021 Stock Option and
Incentive Plan.
Important Information About the Business Combination and Where to Find It
A full description of the terms of the Business Combination are provided in the
Registration Statement, which includes a prospectus with respect to the
securities of the combined entity to be issued in connection with the Business
Combination and a proxy statement with respect to the Special Meeting. The
Company urges its investors, stockholders and other interested persons to read
the definite proxy statement/ prospectus included in the Registration Statement,
as well as other documents filed with the SEC, because these documents contain
important information about the Company, Gemini and the Business Combination.
The Registration Statement was declared effective by the SEC on January 19, 2021
and the definitive proxy statement/prospectus and other relevant documents will
be mailed to the Company's stockholders as of the Record Date. Stockholders may
also obtain a copy of the definitive proxy statement/prospectus, and other
documents filed with the SEC, without charge, by directing a request to: FS
Development Corp., Attn: Secretary, 600 Montgomery Street, Suite 4500, San
Francisco, California 94111. The definitive proxy statement/prospectus can also
be obtained, without charge, at the SEC's website at www.sec.gov.
Participants in the Solicitation
The Company and Gemini and their respective directors and executive officers may
be considered participants in the solicitation of proxies with respect to the
Business Combination under the rules of the SEC. A list of the names of those
directors and executive officers and a description of their interests in the
Company is contained in the definitive proxy statement/prospectus included in
the Registration Statement and is available free of charge at the SEC's website
at www.sec.gov or by directing a request to: FS Development Corp., Attn:
Secretary, 600 Montgomery Street, Suite 4500, San Francisco, California 94111.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Business Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
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