Item 7.01. Regulation FD Disclosure.
As previously announced, on December 23, 2021, Pardes Biosciences, Inc. (f/k/a
FS Development Corp. II), a Delaware corporation (the "Company"), completed the
transactions contemplated by the Agreement and Plan of Merger, dated as of
June 29, 2021, among the Company, Orchard Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), Pardes
Biosciences Sub, Inc., a Delaware corporation (f/k/a Pardes Biosciences, Inc.,
"Old Pardes"), and Shareholder Representative Services LLC, as amended on
November 7, 2021 (the "Merger Agreement"). Pursuant to the Merger Agreement,
Merger Sub merged with and into Old Pardes, with Old Pardes surviving the merger
as a wholly-owned subsidiary of the Company.
On December 27, 2021, the Company's common stock, par value $0.0001 per share,
commenced trading under ticker symbol "PRDS" on the Nasdaq Global Market.
Additionally, on December 27, 2021, the Company issued a press release regarding
the closing of the transactions. The press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated December 27, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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