8-K
filed December 29, 2022, 6:59 PM ET
ticker IRON
CIK 0001816736
M&A
confidence high
sentiment neutral
materiality 0.90
Disc Medicine, Inc. (IRON): M&A transaction — Disc Medicine completes reverse merger with Gemini Therapeutics; combined entity trades as IRON
Disc Medicine, Inc.
- Merger closed Dec 29, 2022; Disc becomes wholly owned sub; combined company renamed Disc Medicine, Inc., trading on Nasdaq as 'IRON' from Dec 30.
- Issued ~12.53M shares to Disc stockholders at 0.1096 exchange ratio; ~16.92M shares outstanding post-merger with 1-for-10 reverse split.
- Board reconstituted with nine members; Donald Nicholson appointed Executive Chairman; John Quisel (former Disc CEO) remains CEO.
- Pre-merger Gemini stockholders receive CVRs entitling them to contingent payments from future sale of Gemini legacy assets; no guarantee of payout.
- Registration rights agreement grants Disc investors shelf registration for resale; Roche issued 482,313 shares as part of pre-closing license addendum.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Chin was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Quisel was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Donald Nicholson, William White and John Quisel appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Nicholson was appointed as Executive Chairman at Disc Medicine, Inc..
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
Donald Nicholson, Ph.D. was appointed as the executive chairman of the board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay Backstrom was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Lubner resigned as Director at Disc Medicine, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Carl Gordon, Ph.D., CFA, David Lubner, Tuyen Ong, M.D., MRCOphth., Jason Rhodes and Jim Tananbaum, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mona Ashiya was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William White was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Donald Nicholson, William White and John Quisel appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Liam Ratcliff was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Bitterman was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tuyen Ong resigned as Director at Disc Medicine, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Carl Gordon, Ph.D., CFA, David Lubner, Tuyen Ong, M.D., MRCOphth., Jason Rhodes and Jim Tananbaum, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carl Gordon resigned as Director at Disc Medicine, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Carl Gordon, Ph.D., CFA, David Lubner, Tuyen Ong, M.D., MRCOphth., Jason Rhodes and Jim Tananbaum, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Georges Gemayel was appointed as Director at Disc Medicine, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Rhodes resigned as Director at Disc Medicine, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Carl Gordon, Ph.D., CFA, David Lubner, Tuyen Ong, M.D., MRCOphth., Jason Rhodes and Jim Tananbaum, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Tananbaum resigned as Director at Disc Medicine, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Carl Gordon, Ph.D., CFA, David Lubner, Tuyen Ong, M.D., MRCOphth., Jason Rhodes and Jim Tananbaum, M.D. resigned from the Company’s board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Disc Medicine, Inc.: Approved and filed an amendment to the amended and restated certificate of incorporation to effect a 1-for-10 reverse stock split (effective 2022-12-29).
- Change
- charter amendment
- Effective
- 2022-12-29
Exact text from the filing
At the Special Meeting, the Company’s stockholders approved an amendment to the amended and restated certificate of incorporation of the Company (the “ Stock Amendment ”) to effect the Reverse Stock Split and the Common Stock Reduction. On December 28, 2022, the Company filed the Stock Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. on December 29, 2022.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Disc Medicine, Inc.: Filed a certificate of amendment to change the company's name from 'Gemini Therapeutics, Inc.' to 'Disc Medicine, Inc.' (effective 2022-12-29).
- Change
- charter amendment
- Effective
- 2022-12-29
Exact text from the filing
On December 29, 2022, the Company filed a certificate of amendment (the “ Name Change Amendment ”) to the Company’s certificate of incorporation with the Secretary of State of the State of Delaware to change the name of the Company to “Disc Medicine, Inc.” effective as of 5:02 p.m. on December 29, 2022.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Disc Medicine, Inc. completed an acquisition involving Disc (closed 2022-12-29).
- Action
- acquisition
- Counterparty
- Disc
- Closing
- 2022-12-29
Exact text from the filing
On December 29, 2022, the Company completed its business combination with Disc in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 9, 2022
View on SEC.gov
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