FS Development Corp. II filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 27, 2021 (
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Item 7.01. Regulation FD Disclosure.
As previously announced, on December 23, 2021, Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 29, 2021, among the Company, Orchard Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Pardes Biosciences Sub, Inc., a Delaware corporation (f/k/a Pardes Biosciences, Inc., “Old Pardes”), and Shareholder Representative Services LLC, as amended on November 7, 2021 (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into Old Pardes, with Old Pardes surviving the merger as a wholly-owned subsidiary of the Company.
On December 27, 2021, the Company’s common stock, par value $0.0001 per share, commenced trading under ticker symbol “PRDS” on the Nasdaq Global Market.
Additionally, on December 27, 2021, the Company issued a press release regarding the closing of the transactions. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 27, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| PARDES BIOSCIENCES, INC. | ||
| By: | /s/ Uri Lopatin | |
| Name: | Uri Lopatin | |
| Title: | Chief Executive Officer, President and Director | |
Date: December 27, 2021