Current Report Filing (8-k)
22 May 2019 - 6:33AM
Edgar (US Regulatory)
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 of earliest event reported): May 21, 2019 (May 21, 2019)
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-36407
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77-0602661
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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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300 Third Street, Cambridge, MA
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
551-8200
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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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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Common Stock, $0.01 par value per share
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ALNY
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The Nasdaq Stock Market LLC
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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. ☐
Item 8.01. Other Events.
On May 21, 2019, following the expiration of the Hart-Scott-Rodino waiting period, Regeneron Pharmaceuticals, Inc. (Regeneron)
purchased 4,444,445 shares of newly issued common stock of Alnylam Pharmaceuticals, Inc. (the Company), representing an approximately 4% ownership position, for aggregate cash consideration of $400 million, or $90.00 per share,
pursuant to the previously announced Stock Purchase Agreement between Regeneron and the Company, dated April 8, 2019 (the Equity Transaction). Upon the closing of the Equity Transaction, the Master Agreement governing the
collaboration between the Company and Regeneron and the Investor Agreement between the parties each became effective. A brief description of the terms and conditions of the Equity Transaction that are material to the Company is set forth in the Form
8-K
filed by the Company on April 9, 2019 under the heading
Equity Placement
in Item 1.01 of such Form
8-K,
which description is incorporated by
reference herein.
SIGNATURE
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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ALNYLAM PHARMACEUTICALS, INC.
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Date: May 21, 2019
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By:
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/s/ Laurie B. Keating
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Laurie B. Keating
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Executive Vice President, Chief Legal Officer
and Secretary
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