Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure under the Introductory Note and Items 2.01, 3.01 and 5.03 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The disclosure under the Introductory Note and Items 2.01, 5.02 and 5.03 is incorporated herein by reference.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective immediately after the Effective
Time, each of (i) Zhengbin (Bing)
Further, pursuant to the Merger Agreement and effective immediately after the
Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedJanuary 31, 2021 , by and amongHorizon Therapeutics USA, Inc. ,Teiripic Merger Sub, Inc. ,Viela Bio, Inc. and solely for purposes of Sections 6.7 and 9.12 of the Merger Agreement, Horizon Therapeutics plc (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onFebruary 1, 2021 ) 3.1 Amended and Restated Certificate of Incorporation ofViela Bio, Inc. 3.2 Amended and Restated Bylaws ofViela Bio, Inc.
* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.
agrees to furnish supplemental copies of any omitted schedules to the
its request.
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