Item 8.01 Other Events.
As previously announced, on July 6, 2026, Crinetics Pharmaceuticals, Inc., a Delaware corporation ("Crinetics" or the "Company"), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Vertex"), and Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Vertex ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will be merged with and into Crinetics (the "Merger"), with Crinetics surviving the Merger as a wholly owned subsidiary of Vertex.
The completion of the Merger is subject to, among other things, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and (ii) the termination, expiration or receipt, as applicable, of the waiting periods, approvals, clearances and consents required under applicable antitrust laws in Austria, Germany and Australia.
The waiting period with respect to the Merger under the HSR Act expired at 12:45 p.m. Eastern Time on August 12, 2026. In addition, as of August 13, 2026, the approvals required under applicable antitrust laws in Austria, Germany and Australia with respect to the Merger have been received (subject to the expiration of a waiting period under applicable antitrust laws in Australia that is currently scheduled to expire on August 27, 2026 at 9:59 a.m. Eastern Time). The Merger remains subject to other closing conditions, including the adoption of the Merger by Crinetics' shareholders. Assuming adoption of the Merger by Crinetics' shareholders at a special meeting of shareholders on August 28, 2026, the Merger and the other transactions contemplated by the Merger Agreement (collectively, the "Transactions") are expected to close in early September 2026.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 related to Crinetics, Vertex and the Transactions that are subject to risks, uncertainties and other factors. While Crinetics believes the forward-looking statements contained in this Current Report on Form 8-K are accurate, these forward-looking statements represent the beliefs of Crinetics only as of the date of this Current Report on Form 8-K, and there are a number of risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams. Forward-looking statements are not purely historical and may be accompanied by words such as "anticipates," "may," "forecasts," "expects," "intends," "plans," "potentially," "believes," "seeks," "estimates," and other words and terms of similar meaning. Such statements may relate to, but are not limited to: the benefits of Vertex's proposed acquisition of Crinetics and associated integration plans; the expected timing of the completion of the Transactions; the commercial potential of PALSONIFY and the anticipated potential of atumelnant and Crinetics' other pipeline assets, including the potential for PALSONIFY to redefine the treatment paradigm in acromegaly and for atumelnant to become the leading therapy for people struggling with CAH; expectations that the Transactions will accelerate Vertex's revenue growth and enhance Vertex's long-term earnings profile, including the potential for more than $5 billion in annual revenue, and support Vertex's goal of sustained double digit revenue growth; expectations that the Transactions will become accretive to non-GAAP operating income in 2029; expectations for Vertex's financing of the Transactions, including support by the fully committed bridge financing; and any assumptions underlying any of the foregoing.