IMGO Imago BioSciences Inc

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): January 11, 2023

303 Twin Dolphin Drive, 6th Floor

Redwood City, California 94065

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 529-5055

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:

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.  ☐

INTRODUCTORY NOTE

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2022, by Imago BioSciences, Inc., a Delaware corporation (“Imago”), Imago entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated November 19, 2022, with Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Merck”), and M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Merck (“Merger Sub”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the “Offer”) on December 12, 2022 to acquire all of the outstanding shares of Imago’s common stock (the “Shares”) for a purchase price of $36.00 per Share, to the seller in cash, without interest and subject to any required tax withholding (the “Offer Price”).

The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., Eastern time, on January 10, 2023, and the Offer was not extended. American Stock Transfer & Trust Company, LLC, in its capacity as the depositary for the Offer, has advised that, as of the expiration of the Offer, 31,307,028 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 89.2% of all Shares then issued and outstanding as of the expiration of the Offer. The number of Shares tendered satisfied the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer have been satisfied, Merger Sub has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

Following consummation of the Offer, the remaining conditions to the merger of Merger Sub with and into Imago (the “Merger”) set forth in the Merger Agreement were satisfied, and on January 11, 2023, Merck completed its acquisition of Imago by consummating the Merger without a meeting of stockholders of Imago in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Imago continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), Shares not purchased pursuant to the Offer (other than certain excluded Shares as described in the Merger Agreement) were converted into the right to receive the Offer Price in cash, without interest and subject to any required tax withholding (the “Merger Consideration”). As a result of the Merger, Imago became a wholly owned subsidiary of Merck.

Pursuant to the Merger Agreement, at the Effective Time, each Imago stock option (each, a “Company Stock Option”) to purchase Shares under any Imago stock plan, whether vested or unvested, that was outstanding immediately prior to the Effective Time was converted by virtue of the Merger into the right to receive a payment in cash (without interest and subject to deduction for any required tax withholding) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option; provided, that if the exercise price per Share is equal to or greater than the Merger Consideration, such Company Stock Option shall be automatically cancelled without any cash payment being made in respect thereof and shall have no further force or effect.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Imago’s Current Report on Form 8-K, filed with the SEC on November 21, 2022, and is incorporated herein by reference.

delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. Upon effectiveness of such Form 25, Imago intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of Imago’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.