Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of
this Current Report on Form 8-K is incorporated by reference.
On July 1, 2022, in connection with the consummation of the Merger, Sierra
Oncology terminated the Loan and Security Agreement (the "Loan Agreement"),
dated January 21, 2022 among Oxford Finance, LLC, as collateral agent, the
lenders from time to time a party thereto and Sierra Oncology Canada, LLC and
repaid in full all outstanding obligations due under the Loan Agreement as well
as paid a prepayment fee of $100,000.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, which is incorporated herein by reference
in this Item 2.01, on July 1, 2022, pursuant to the terms of the Merger
Agreement, the Merger was consummated. As a result of the Merger, each issued
and outstanding share of Sierra Oncology's common stock (other than shares
(1) held by the Company as treasury stock; (2) owned by GSK or Acquisition Sub;
or (3) held by stockholders who have neither voted in favor of the adoption of
the Merger Agreement nor consented thereto in writing and properly and validly
exercised their statutory rights of appraisal under Delaware law) was canceled
and extinguished and automatically converted into the right to receive cash in
an amount equal to $55.00, without interest (the "Per Share Price").
In addition, pursuant to the Merger Agreement, at the effective time of the
Merger, each of Sierra Oncology's outstanding and unexercised stock options
accelerated vesting in full and was cancelled and converted into a right to
receive an amount in cash, without interest, equal to the product obtained by
multiplying (1) the amount of the Per Share Price (less the exercise price per
share attributable to such stock option) by (2) the total number of shares of
Sierra Oncology's common stock issuable upon exercise in full of such stock
option. To the extent any stock options had performance-based vesting, the
performance requirement was deemed to be satisfied to the maximum achievement of
performance criteria. Any stock option with an exercise price per share equal to
or greater than the Per Share price was canceled without any cash payment being
made in respect thereof.
Pursuant to the Merger Agreement, at the effective time of the Merger, Sierra
Oncology's outstanding warrants were treated in accordance with their respective
terms. The Series A warrants were cancelled and the holders received an amount
in cash, without interest, equal to the Black Scholes Value (as defined in the
Series A warrants), which was calculated under the terms of the Series A
warrants to be $45.98 per share of Sierra Oncology's common stock subject to the
Series A warrants. Sierra Oncology's outstanding pre-funded warrants were deemed
exercised in full as a 'cashless exercise' (as described in the pre-funded
warrants), and the holder thereof received an amount in cash, without interest,
equal to the product obtained by multiplying (1) the amount of the Per Share
Price by (2) the number of shares of common stock deemed issuable upon exercise
in full of the Pre-Funded Warrants as a 'cashless exercise.'
The description of the Merger does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which was filed by Sierra
Oncology as Exhibit 2.1 to Sierra Oncology's Current Report on Form 8-K filed on
April 13, 2022 and is incorporated by reference.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On July 1, 2022, Sierra Oncology notified the Nasdaq Global Market (which we
refer to as "Nasdaq") of the consummation of the Merger. Sierra Oncology
requested that Nasdaq delist Sierra Oncology's common stock on July 1, 2022. As
a result, trading of Sierra Oncology's common stock on Nasdaq was suspended
prior to the opening of Nasdaq on July 1, 2022. Sierra Oncology also requested
that Nasdaq file a delisting notification of removal from listing and
registration on Form 25 with the Securities and Exchange Commission (which we
refer to as the "SEC") to effect the delisting of Sierra Oncology's common stock
from the Nasdaq and the deregistration of Sierra Oncology's common stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (which we refer
to as the "Exchange Act"). Sierra Oncology intends to file with the SEC a Form
15 requesting the termination of registration of Sierra Oncology's common stock
under Section 12(g) of the Exchange Act and the suspension of reporting
obligations under Section 13 and Section 15(d) of the Exchange Act.
The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of
this Current Report on Form 8-K is incorporated by reference.
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.
Item 5.01 Change in Control of Registrant.
As a result of the consummation of the Merger, a change in control of Sierra
Oncology occurred. Following the consummation of the Merger, Sierra Oncology
became a wholly owned subsidiary of GSK.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of
this Current Report on Form 8-K is incorporated by reference.
On July 1, 2022, and as a result of the consummation of Merger, Justin T. Huang
and Kevin Thomas Ryan became the directors of Sierra Oncology. Effective as of
July 1, 2022, the following persons, who were directors of Sierra Oncology prior
to the effective time of the Merger, are no longer directors of Sierra Oncology:
Stephen G. Dilly, Gaurav Aggarwal, Andrew Allen, Mona Ashiya, Craig A. Collard,
Jeffrey H, Cooper, Georgia L. Erbez, Christy J. Oliger, Robert Pelzer, and
Andrew Sinclair.
Further, pursuant to the Merger Agreement, effective as of the Effective Time,
the following officers of Acquisition Sub became the officers of Sierra
Oncology.
Justin T. Huang President and Secretary
Kevin Thomas Ryan Vice President and Treasurer
Amy Barrier Altshul Vice President
Alexandra Marie Nieves Gonzalez Vice President
Hatixhe Hoxha Assistant Secretary
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Each of the executive officers of Sierra Oncology as of immediately prior to the
Effective Time ceased to be executive officers of Sierra Oncology effective as
of the Effective Time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger, the certificate of incorporation and bylaws of Sierra Oncology were
amended and restated to be in the respective forms provided by the Merger
Agreement. The amended and restated certificate of incorporation and amended
restated bylaws of Sierra Oncology are filed as Exhibit 3.1 and Exhibit 3.2,
respectively, and are incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated April 12, 2022, between GSK plc
(formerly GlaxoSmithKline plc), Orikum Acquisition Inc., and Sierra
Oncology, Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Sierra Oncology on April 13,
2022).
3.1 Amended and Restated Certificate of Incorporation of Sierra
Oncology, Inc.
3.2 Amended and Restated Bylaws of Sierra Oncology, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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