| | On January 7, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation ("Parent"), and Parent's wholly owned subsidiary, RYLS Merger Corporation, a Delaware corporation ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $14.00 per share, payable to the holder in cash, without interest (the "Common Merger Consideration Amount") and less any applicable tax withholding. Each share of the Issuer's preferred stock, par value $0.0001 per share (the "Preferred Stock") issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $1,400.00 per share, payable to the holder in cash, without interest.
The Merger Agreement provides that at the Effective Time, subject to exceptions set forth in the Merger Agreement: (1) each option to purchase Common Stock granted under an Issuer equity incentive plan, program or arrangement under which equity awards are outstanding (excluding, for the avoidance of doubt, any purchase rights under the Issuer's 2021 Employee Stock Purchase Plan) ("Issuer Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and in exchange therefor, the holder of such Issuer Stock Option will be entitled to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of shares of Common Stock subject to such Issuer Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Common Merger Consideration Amount over the applicable exercise price per share of Common Stock under such Issuer Stock Option, provided that, in the event that the exercise price of any Issuer Stock Option, whether vested or vested, is equal to or greater than the Common Share Merger Consideration, such Issuer Stock Option shall be cancelled without any consideration being payable in respect thereof and shall have no further force or effect; and (2) each restricted stock unit granted under an Issuer equity incentive plan, program or arrangement ("Issuer RSU") that is outstanding, and unvested, or vested but not yet settled, in each case, as of immediately prior to the Effective Time, shall be cancelled and the holder of such cancelled Issuer RSU will be entitled to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of shares of Common Stock subject to such Issuer RSU immediately prior to the Effective Time multiplied by (y) the Common Merger Consideration Amount.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement, which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on January 7, 2026.
Concurrently with the execution of the Merger Agreement, the Reporting Person and certain other parties entered into separate voting and support agreements (each, a "Voting and Support Agreement") with Parent. Pursuant to the Voting and Support Agreement, such persons agreed, among other things, to (i) grant to Parent an irrevocable proxy to vote, solely with respect to matters relating to the Merger as stipulated in the Voting and Support Agreement, all of its Subject Shares (as defined in the Merger Agreement) of the Issuer, including to vote or cause to be voted all of its Subject Shares in favor of the Merger and the transactions contemplated by the Merger Agreement and against any action, proposal, agreement or transaction that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Issuer or materially impair, prevent or materially delay the timely consummation of the Contemplated Transactions (as defined in the Merger Agreement), including the Merger (and if such irrevocable proxy is not irrevocable for any reason, to vote as indicated above), and (ii) to refrain from transferring any Subject Shares, subject to certain exceptions or as agreed to by Parent. The Voting and Support Agreement terminates in certain circumstances, including, upon the effective time of the Merger, the termination of the Merger Agreement in accordance with its terms or by mutual written consent of Parent and the stockholder party thereto.
The foregoing description of the Voting and Support Agreement is qualified in all respects by reference to the form of Voting and Support Agreement, which is filed as Exhibit 2 to this Amendment and incorporated herein by reference. |
