Allakos Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$ALLK
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive
offices)
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(Zip Code)
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(650 ) 597-5002
(Registrant’s telephone number, including area code)
Not Applicable
(Former address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed by Allakos Inc. (the “Company” or “Allakos”)
in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2025, the Company entered into an Agreement and Plan of Merger, dated as of April 1, 2025 (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability
company (“Concentra”), and Concentra Merger Sub III, Inc., a Delaware corporation and a wholly owned subsidiary of Concentra (“Merger Sub”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on May 15, 2025, Merger Sub completed a tender offer to
purchase all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Shares”), in exchange for $0.33 in cash per Share (the “Offer Price”), subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated April 15, 2025 (the “Offer to Purchase”),
and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may have been amended or supplemented, constituted the “Offer”).
The Offer expired one minute after 11:59 p.m. Eastern Time on Wednesday, May 14, 2025. According to Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, a total of 73,398,243 Shares
were validly tendered, and not validly withdrawn, representing approximately 81.21% of the outstanding Shares. The number of Shares tendered satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All other conditions to the
Offer were satisfied and Merger Sub accepted for payment all Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on May 15, 2025 (the
“Closing Date”), Merger Sub merged with and into the Company (the “Merger”),
the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation in the Merger (the “Surviving Corporation”) and a
wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”),
with no stockholder vote required. At the effective time of the Merger (the “Effective Time”), each outstanding Share (other than (i) Shares owned or held in
the Company’s treasury immediately prior to the Effective Time, (ii) Shares owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time and (iii) Shares held by any Allakos stockholder who was entitled to and properly
demanded appraisal of such Shares in accordance with Section 262 of the DGCL) was converted automatically into the right to receive the Offer Price from Merger Sub.
Pursuant to the terms of the Merger Agreement, at the Effective Time, by
virtue of the Merger and without any action on the part of the holders, (i) each option granted to purchase Shares that had an exercise price that is less than the Offer Price (each, an “In-the-Money Option”) that was outstanding immediately
prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to any withholding of taxes, equal to the product of (x) the total number of Shares subject to such
In-the-Money Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share underlying such In-the-Money Option; (ii) each option granted to purchase Allakos
Shares that had an exercise price that is equal to or greater than the Offer Price (each, an “Out-of-the-Money Option”) was cancelled for no consideration, and (iii) each Allakos restricted stock unit (“Allakos RSU”) outstanding
immediately prior to the Effective Time vested in full and was automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any withholding of taxes.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 2, 2025 and incorporated by reference.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.
In connection with the consummation of the Offer and the Merger, the Company (i) notified The Nasdaq Global Select Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on May 15, 2025 and (B) file with
the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Surviving Corporation intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting
the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01
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Changes in Control of Registrant.
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The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and the Company became a wholly owned subsidiary
of Parent.
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Item 5.02
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Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Pursuant to the terms of the Merger Agreement, at the Effective Time, each of Robert Alexander, Ph.D., Robert E. Andreatta, Neil Graham, M.D., Steven P.
James, Amy L. Ladd, M.D., Dolca Thomas, M.D. and Paul Walker resigned from the board of directors of the Company and Dr. Alexander, Baird Radford and Adam Tomasi have resigned from their respective positions as officers of the Company. These
resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices.
Following the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Merger Sub immediately prior
to the Effective Time became the directors and officers of the Surviving Corporation. The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang. The executive officers of Merger Sub immediately prior to the Effective Time
were: (i) Mr. Tang, Chief Executive Officer; (ii) Michael Hearne, Chief Financial Officer; (iii) Ryan Cole, Chief Operating Officer; (iv) Stew Kroll, Chief Development Officer; and (v) Thomas Wei, Chief Business Officer.
Information regarding the new director and executive officers of the Surviving Corporation has been previously disclosed in Schedule A to the Offer to
Purchase, which is incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in
their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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Agreement and Plan of Merger, dated April 1, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub III, Inc. and Allakos Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 2, 2025).
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Amended and Restated Certificate of Incorporation of Allakos Inc.
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Amended and Restated Bylaws of the Allakos Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Certain schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and annexes upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the
Exchange Act for any annexes or schedules so furnished.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ALLAKOS INC.
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Date: May 15, 2025
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By:
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/s/ H. Baird Radford, III
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H. Baird Radford, III
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Chief Financial Officer
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