Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), (i) each share of common stock of Chiasma, par
value
At the Effective Time: (i) each outstanding Chiasma stock option, whether or not vested, was converted into an option to purchase Amryt ADSs on the same terms and conditions as were applicable under such Chiasma stock option immediately prior to the Effective Time, with the number of Amryt ADSs subject to, and the exercise price of, each such assumed option calculated as described in the Merger Agreement; (ii) for each outstanding Chiasma restricted stock unit award that vested in connection with the transactions contemplated by the Merger Agreement, the shares of Chiasma Common Stock issued to the award holder were treated as described above for each share of Chiasma Common Stock; (iii) each outstanding Chiasma restricted stock unit award that remained outstanding immediately prior to the Effective Time was converted into a restricted stock unit award representing the right to acquire Amryt ADSs on the same terms and conditions as were applicable under such Chiasma restricted stock unit award as of immediately prior to the Effective Time, with the number of Amryt ADSs subject to each such assumed restricted stock unit calculated as described in the Merger Agreement; and (iv) each warrant to purchase shares of Chiasma Common Stock that was issued and outstanding and not exercised or expired at or immediately prior to the Effective Time was deemed to be net exercised immediately prior to the Effective Time by virtue of the Merger, with the shares of Chiasma Common Stock issued to the holder of each such warrant treated as described above for each share of Chiasma Common Stock.
The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
the Current Report on Form 8-K Chiasma filed with the
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 information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Change in Control of Registrant.
As a result of the Merger, a change in control of Chiasma occurred, and Chiasma is now an indirect wholly owned subsidiary of Amryt. The information set forth under the Introductory Note and Items 2.01 and 5.02 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 Merger, each of
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In addition, at the Effective Time, following the closing of the Merger, each named executive officer of Chiasma listed below ceased to hold the positions indicated beside such executive officer's name:
Raj Kannan President and Chief Executive OfficerJohn Doyle Senior Vice President, Chief Financial OfficerAnand Varadan Executive Vice President, Chief Commercial OfficerWilliam Ludlam , M.D., Ph.D. Senior Vice President, Clinical Development and Medical AffairsDrew Enamait Vice President, Finance and AdministrationLee G. Giguere Vice President, General Counsel
At or following the Effective Time of the Merger, Chiasma expects to enter into
a separation agreement and release with each of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the completion of the Merger, Chiasma's amended and restated certificate of incorporation was further amended and restated to be the same as the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time. Chiasma's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. In connection with the Merger, Chiasma expects to further amend and restate its bylaws to be the same as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMay 4, 2021 , by and among Amryt Pharma plc,Acorn Merger Sub, Inc. andChiasma, Inc. (incorporated herein by reference to Exhibit 2.1 toChiasma, Inc.'s Current Report on Form 8-K filed with theSEC onMay 5, 2021 ) 3.1 Amended and Restated Certificate of Incorporation of Chiasma 99.1 Press Release, datedAugust 5, 2021 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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