Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard? Transfer of Listing.
On
2
Item 3.03 Material Modification to Rights of Security Holders
The information contained 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 herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of Purchaser's acceptance for payment of all Shares that were
validly tendered (and not validly withdrawn) pursuant to the Offer and the
consummation of the Merger pursuant to Section 251(h) of the DGCL, on
The information contained in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement and effective as of the
Effective Time, each of
Further, pursuant to the Merger Agreement and effective immediately after the
Effective Time, the officers and directors of Purchaser as of immediately prior
to the Effective Time became the officers and directors of the surviving
corporation. Information regarding the new officers and directors of the Company
has been previously disclosed on Schedule I of the Offer to Purchase as filed
with the Tender Offer Statement on Schedule TO filed with the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, the Company's certificate of incorporation and its bylaws were amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company as currently in effect are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Title 2.1 Agreement and Plan of Merger, datedOctober 3, 2022 , by and amongLogicBio Therapeutics, Inc. , Alexion Pharmaceuticals, Inc. andCamelot Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofLogicBio Therapeutics, Inc. filed with theSEC onOctober 3, 2022 ) 3.1* Fifth Amended and Restated Certificate of Incorporation ofLogicBio Therapeutics, Inc. 3.2* Amended and Restated Bylaws ofLogicBio Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). * Filed herewith. 3
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