Item 1.01. Entry into a Material Definitive Agreement.

As a result of the Merger (as defined in Item 2.01 of this Current Report on Form 8-K), the following agreements of Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) ("Disc") effectively became the agreements of Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.) (the "Company").

Registration Rights Agreement

On December 28, 2022, Disc and the certain holders of Disc capital stock (the "Disc Investors") entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which Disc (i) agreed to register, or cause the Company to register, for resale shares of common stock of the Company issued to the Disc Investors pursuant to the Merger Agreement (as defined in Item 2.01 of this Current Report on Form 8-K) (the "Registrable Securities") and (ii) granted certain other registration rights to the Disc Investors.

In particular, the Registration Rights Agreement provides for the following registration rights:

• Shelf registration rights. No later than 45 calendar days following the


   completion of the Merger, the Company is required to file with the U.S.
   Securities and Exchange Commission (the "SEC"), a shelf registration statement
   registering the resale of the Registrable Securities, and use its commercially
   reasonable efforts to have such registration statement declared effective by
   the SEC as promptly as possible.

• Expenses and indemnification. The fees, costs and expenses of registrations


   pursuant to the registration rights granted to the Disc Investors under the
   Registration Rights Agreement will be borne by the Company. The Registration
   Rights Agreement contains customary cross-indemnification provisions, under
   which the Company is obligated to indemnify holders of Registrable Securities
   in the event of material misstatements or omissions in the registration
   statement attributable to the Company, and holders of Registrable Securities
   are obligated to indemnify the Company for material misstatements or omissions
   attributable to them.

Securities of the Company shall cease to be Registrable Securities upon the earliest to occur of (i) a registration statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the Securities Act and such Registrable Securities have been disposed of by the Disc Investor in accordance with such effective registration statement, (ii) such Registrable Securities have been previously sold in accordance with Rule 144, (iii) such securities become eligible for resale without volume or . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 29, 2022, the Company completed its business combination with Disc in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 9, 2022 (the "Merger Agreement"), by and among the Company, Disc and Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), pursuant to which, among other matters, Merger Sub merged with and into Disc, with Disc continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the "Merger"). Effective at 5:00 p.m. eastern time on December 29, 2022, the Company effected a 1-for-10 reverse stock split of its common stock (the "Reverse Stock Split") and implemented a reduction in the number of authorized shares of common stock to 100,000,000 (the "Common Stock Reduction"), effective at 5:01 p.m. eastern time, the Company completed the Merger, and effective at 5:02 p.m. eastern time, the Company changed its name to "Disc Medicine, Inc." (the "Name Change"). Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Disc, which is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases. Unless noted otherwise, all references to share and per share amounts in this Current Report on Form 8-K reflect the Reverse Stock Split.

Under the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each share of Disc's preferred stock was converted into a share of Disc's common stock. At the closing of the Merger, the Company issued an aggregate of approximately 12,533,557 shares of its common stock to Disc stockholders, based on an exchange ratio of 0.1096 shares of the Company's common stock for each share of Disc common stock outstanding immediately prior to the Merger, including those shares of common stock issued upon conversion of the Disc preferred stock, resulting in approximately 16,923,285 shares of the Company's common stock being issued and outstanding immediately following the effective time of the Merger. The exchange ratio was determined through arm's-length negotiations between the Company and Disc. The Company also assumed all of the outstanding and unexercised stock options to purchase shares of Disc capital stock. The assumed options continue to be governed by the terms of Disc's 2017 Stock Option and Grant Plan (the "Disc 2017 Plan"). Upon the closing . . .

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Roche Stock Issuance Agreement is hereby incorporated by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The Company convened and adjourned its special meeting of stockholders on December 28, 2022 (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to the amended and restated certificate of incorporation of the Company (the "Stock Amendment") to effect the Reverse Stock Split and the Common Stock Reduction.

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On December 28, 2022, the Company filed the Stock Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. on December 29, 2022. As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Company's common stock immediately prior to the Reverse Stock Split was reduced to a smaller number of shares, such that every 10 shares of the Company's common stock held by a stockholder immediately prior to the Reverse Stock Split, including shares of the Company's common stock issued to former Disc stockholders in connection with the Merger, were combined and reclassified into one share of the Company's common stock. Immediately following the Reverse Stock Split, there were approximately 16,923,285 shares of the Company's common stock outstanding.

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole number, and each stockholder who would otherwise be entitled to a fraction of a share of common stock upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) is, in lieu thereof, entitled to receive a cash payment determined by multiplying the last reported sale price of the Company's common stock at 4:00 p.m., Eastern Time, end of regular trading hours on The Nasdaq Global Market on the last day prior to the effective time of the Merger, by the fraction of a share of the Company's common stock to which each stockholder would otherwise be entitled.

On December 29, 2022, the Company filed a certificate of amendment (the "Name Change Amendment") to the Company's certificate of incorporation with the Secretary of State of the State of Delaware to change the name of the Company to "Disc Medicine, Inc." effective as of 5:02 p.m. on December 29, 2022.

The foregoing descriptions of the Stock Amendment and the Name Change Amendment are not complete and are subject to and qualified in their entirety by reference to the Stock Amendment and the Name Change Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the Merger and the information set forth in Item 5.02 of this Current Report on Form 8-K regarding the Company's board of directors and executive officers following the Merger are incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



Directors

In accordance with the Merger Agreement, immediately prior to and effective upon the closing of the Merger, Carl Gordon, Ph.D., CFA, David Lubner, Tuyen Ong, M.D., MRCOphth., Jason Rhodes and Jim Tananbaum, M.D. resigned from the Company's board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.

The Merger Agreement provides that at or immediately after the closing of the Merger, the size of the Company's board of directors will be fixed at nine members consisting of one member designated by the Company, who is Georges Gemayel, Ph.D., and eight members designated by Disc. In accordance with the Merger Agreement, at the closing of the Merger on December 29, 2022, the board of directors and its committees were reconstituted, with Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors, whose terms expire at the Company's 2023 annual meeting, Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors, whose terms expire at the Company's 2024 annual meeting, and Donald Nicholson, William White and John Quisel appointed as Class III directors, whose terms expire at the Company's 2025 annual meeting. Donald Nicholson, Ph.D. was appointed as the executive chairman of the board. In addition, William White, Liam Ratcliffe and Mark Chin were appointed to the audit committee of the board, and William White was appointed the chair of the audit committee. Donald Nicholson, Mona Ashiya and Kevin Bitterman were appointed to the compensation committee of the board, and Donald Nicholson was appointed the chair of the compensation committee. Kevin Bitterman, Mona Ashiya, Donald Nicholson and Liam Ratcliffe were appointed to the nominating and corporate governance committee of the board, and Kevin Bitterman was appointed the chair of the nominating and corporate governance committee.

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Other than pursuant to the Merger Agreement, there were no arrangements or understandings between the Company's newly appointed directors and any person pursuant to which they were elected. None of the Company's newly appointed directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Georges Gemayel, Ph.D. served as the Company's Interim President and Chief Executive Officer from February 2022 to December 2022, Executive Chairperson of the Company's board from November 2021 to December 2022 and Chairperson of the Company's board from May 2021 to December 2022. Dr. Gemayel has over 30 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the board of directors of Supernus Pharmaceuticals, Inc., and is the chair of the boards of Dynacure, Enterome SA, and GlycoEra. Previously, Dr. Gemayel served as Executive Chair of FoldRx Pharmaceuticals and of Syndexa Pharmaceuticals, as Chair of Oxthera AB, Dimension Therapeutics, Orphazyme A/S, . . .

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


           Year.

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.

Commencing on December 30, 2022, the Company expects the trading symbol for its Common Stock, which is currently listed on Nasdaq, to change from "GMTX" to "IRON." The change in trading symbol is related solely to the Name Change.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a


           Provision of the Code of Ethics.

In connection with the Merger, the Board adopted a new code of business conduct and ethics (the "Code of Conduct"). The Code of Conduct superseded the Company's existing code of business conduct and ethics previously adopted by the Board (the "Pre-Merger Code"). The Code of Conduct applies to all directors, officers, employees and consultants of the Company.

The provisions of the Code of Conduct are intended to reflect current best practices and enhance the Company's personnel's understanding of the Company's standards of ethical business practices, promote awareness of ethical issues that may be encountered in carrying out an employee's or director's responsibilities, and improve clarity as to how to address ethical issues that may arise. The newly adopted Code of Conduct did not result in any explicit or implicit waiver of any provision of the Pre-Merger Code. The foregoing description of the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference.

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Item 7.01. Regulation FD Disclosure.

On December 29, 2022, the Company issued a press release announcing, among other things, the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.




Item 8.01. Other Events.

The Company's Risk Factors, the Company's Business Section and Disc's Management's Discussion and Analysis of Financial Condition and Results of Operations of Disc Medicine, Inc. as of and for the years ended December 31, 2021 and 2020 and as of September 30, 2022 and for the three and nine month periods ended September 30, 2022 and 2021 are filed herewith and attached hereto as Exhibits 99.2, 99.3, and 99.4 respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of Disc as of December 31, 2021 and 2020 and for the years then ended required by Item 9.01(a) are filed herewith as Exhibit 99.5 to this Current Report on Form 8-K and are incorporated herein by reference.

The unaudited condensed interim financial statements of Disc as of September 30, 2022 and for the nine months ended September 30, 2022 and 2021 are filed herewith as Exhibit 99.6 to this Current Report on Form 8-K and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) are filed herewith as Exhibit 99.7 to this Current Report on Form 8-K and is incorporated herein by reference.



(d) Exhibits

 Exhibit
   No.                                     Description

  3.1*      Certificate of Amendment to the Amended and Restated Certificate of
            Incorporation of the Company, dated December 28, 2022

  3.2*      Certificate of Amendment to the Amended and Restated Certificate of
            Incorporation of the Company, dated December 29, 2022

  10.1*     Form of Registration Rights Agreement

  10.2*     Form of Contingent Value Rights Agreement

  10.3*     Form of Indemnification Agreement for Directors of Disc Medicine, Inc.

  10.4*     Form of Indemnification Agreement for Officers of Disc Medicine, Inc.

  10.5*     Common Stock Issuance Agreement, dated as of December 29, 2022, by and
            between Disc Medicine Opco, Inc., F. Hoffmann-La Roche Ltd. and
            Hoffmann-La Roche Inc.

  10.6*     Employment Agreement, dated as of December 29, 2022, by and between Disc
            Medicine, Inc. and John Quisel, J.D. Ph.D.

  10.7*     Employment Agreement, dated as of December 29, 2022, by and between Disc
            Medicine, Inc. and Joanne Bryce

  10.8*     Employment Agreement, dated as of December 29, 2022, by and between Disc
            Medicine, Inc. and William Savage, MD, Ph.D.

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  10.9*      2017 Stock Option and Grant Plan of Disc Medicine, Inc., and form of
             award agreements thereunder.

  10.10*     Notice of Termination, Separation Agreement and Release, dated as of
             December 29, 2022, by and between Gemini Therapeutics, Inc. and Brian
             Piekos.

  14.1*      Code of Business Conduct and Ethics of Disc Medicine, Inc.

  23.1*      Consent of Ernst & Young LLP, independent registered public accounting
             firm of Disc Medicine, Inc.

  99.1*      Press release issued on December 29, 2022

  99.2*      Risk Factors of Disc Medicine, Inc.

  99.3*      Business Section of Disc Medicine, Inc.

  99.4*      Disc Medicine, Inc.'s Management's Discussion and Analysis of Financial
             Condition and Results of Operations as of September 30, 2022 and for the
             nine month period ended September 30, 2022 and 2021, and for the years
             ended December 31, 2022 and 2021

  99.5*      Audited financial statements of Disc Medicine Opco, Inc. (formerly Disc
             Medicine, Inc.) for the years ended December 31, 2021 and 2020

  99.6*      Unaudited condensed consolidated financial statements of Disc Medicine
             Opco, Inc. (formerly Disc Medicine, Inc.) as of September 30, 2022 and
             for each of the nine months ended September 30, 2022 and 2021

  99.7*      Selected historical and unaudited pro forma condensed combined financial
             information as of September 20, 2022 and for the nine months ended
             September 30, 2022 and the year ended December 31, 2021

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



* Filed herewith

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