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

Effective as of May 13, 2025 and in connection with the completion of the Merger, the Company terminated its 2021 Employee Stock Purchase Plan and 2021 Stock Option and Incentive Plan.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

The aggregate consideration paid by Bristol-Myers Squibb and Purchaser in the Offer and the Merger to acquire the shares of Company Common Stock was approximately $264.6 million. Bristol-Myers Squibb paid or otherwise provided Purchaser with the necessary funds to fund the Offer and the Merger from its cash on hand.

The disclosures under the Introductory Note are incorporated herein by reference.

On May 13, 2025 2seventy bio (i) notified The Nasdaq Global Market ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the shares of Company Common Stock effective before the opening of trading on May 13, 2025 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the shares of Company Common Stock will no longer be listed on Nasdaq. 2seventy bio intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the shares of Company Common Stock under Section 12(g) of the Exchange Act and the suspension of 2seventy bio's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

The disclosures under the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the subsequent consummation of the Merger, there was a change in control of 2seventy bio, and 2seventy bio became a wholly owned subsidiary of Bristol-Myers Squibb.

Directors

As of the Effective Time, Nick Leschly, Chip Baird, Sarah Glickman, Denice Torres, Marcela Maus, Wei Lin, Eli Casdin and Charles Newton resigned as directors of 2seventy bio and members of any committee of 2seventy bio's board of directors. Effective as of immediately after the Effective Time, Sandra Ramos-Alves, Amy Fallone and Sophia Park became members of 2seventy bio's board of directors in connection with the consummation of the Merger.

Officers

Following the time that was immediately after the Effective Time, all executive officers of 2seventy bio were removed from their respective positions as the executive officers of 2seventy bio. Concurrently with such executive officers' removal, Sandra Ramos-Alves was appointed to serve as the President and Treasurer of 2 seventy bio. Information regarding the new directors has been previously disclosed in Schedule I of the Offer to Purchase filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO filed by Bristol-Myers Squibb and Purchaser with the SEC on April 14, 2025, as subsequently amended, which schedule is incorporated herein by reference. None of Sandra Ramos-Alves, Amy Fallone or Sophia Park have a family relationship with any director or executive officer of 2seventybio (or any person nominated or chosen by 2seventybio to become a director or executive officer of 2seventybio) or a direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, 2seventy bio's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the "Second Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, 2seventy bio's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as so amended and restated, the "Second Amended and Restated By-Laws").

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