Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation, Termination of Material[...]

In connection with the consummation of the Merger, effective immediately prior to the Effective Time, the Company terminated the Crinetics Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan.

In connection with the consummation of the Merger, effective as of the Effective Time, the Company terminated the Sales Agreement, dated June 21, 2024, by and among the Company, SVB Leerink LLC and Cantor Fitzgerald & Co.

In addition, effective as of the Effective Time, the Company terminated the Crinetics Pharmaceuticals, Inc. 2018 Incentive Award Plan, the Crinetics Pharmaceuticals, Inc. 2015 Stock Incentive Plan and the Crinetics Pharmaceuticals, Inc. 2021 Employment Inducement Incentive Award Plan.

The disclosures set forth in the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.

The disclosures set forth in the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.

In connection with the consummation of the Merger, the Company requested that the Nasdaq Stock Market LLC ("Nasdaq") suspend trading in the Company Common Stock effective prior to the opening of trading on the Closing Date. On the Closing Date, following the Effective Time, the Company notified Nasdaq that the Merger had been consummated and requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist the Company Common Stock from Nasdaq and deregister the Company Common Stock under Section 12(b) of the Exchange Act. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 to terminate the registration of the Company Common Stock under Section 12(g) of the Exchange Act and suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The disclosures set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As a result of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except as described in the Introductory Note, was converted at the Effective Time into the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

The disclosures set forth in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As a result of the consummation of the Merger, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent.

The aggregate consideration paid by Parent in connection with the Merger was approximately $10.0 billion, which was funded using a combination of cash on hand and borrowings under Parent's term loan credit agreement.

To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company.

The disclosures set forth in the Introductory Note are incorporated herein by reference.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement, as of the Effective Time, each of the directors of the Company, R. Scott Struthers, Ph.D., Camille L. Bedrosian, M.D., Caren Deardorf, Matthew K. Fust, Weston Nichols, Ph.D., Stephanie S. Okey, M.S., Rogério Vivaldi Coelho, M.D. and Wendell Wierenga, Ph.D., resigned and ceased to be a director of the Company and a member of any committee of the Company's Board of Directors. These resignations were not a result of any disagreement between the Company and such directors on any matter relating to the Company's operations, policies or practices.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement, as of the Effective Time, the sole director of Merger Sub immediately prior to the Effective Time became the sole director of the Surviving Corporation. The sole director of Merger Sub immediately prior to the Effective Time was Charles Wagner.

In connection with the consummation of the Merger, as of immediately after the Effective Time, Charles Wagner, Prasanna Thombre and Omar White became the President, Treasurer and Secretary of the Surviving Corporation, respectively. Effective immediately following the Effective Time, all of the incumbent officers of the Company, as of immediately prior to the Effective Time, were removed as officers of the Company.

The disclosures set forth in the Introductory Note are incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form attached as Exhibit A to the Merger Agreement (the "Fourth Amended and Restated Certificate of Incorporation").

In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated Bylaws").

Copies of the Fourth Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.