{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-22-047453","form_type":"8-K","ticker":"IRON","cik":"0001816736","company_name":"Disc Medicine, Inc.","filed_at":"2022-12-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:52.282208+00:00","generated_at":"2026-06-20T22:00:50.848700+00:00","sec_items":["1.01","2.01","5.02","3.02","3.03","5.01","5.03","5.05","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Disc Medicine completes reverse merger with Gemini Therapeutics; combined entity trades as IRON","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-22-047453","json":"https://secwatch.observer/filing/0001140361-22-047453.json","markdown":"https://secwatch.observer/filing/0001140361-22-047453.md","text":"https://secwatch.observer/filing/0001140361-22-047453.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/brhc10045896_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T22:00:50.848700+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"04ea515ab9","claim":"Mark Chin was appointed as Director at Disc Medicine, Inc..","evidence_excerpt":"Georges Gemayel, Mark Chin and Liam Ratcliff 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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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-12-29"}],"fact_type":"governance_change"},{"claim_id":"8e3e399136e22dc31b2853c8d5f71b5524c18d0d","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-12-29"}],"fact_type":"governance_change"},{"claim_id":"462e882e2afd9a0a77302c4d75a71a6063d245df","claim":"Disc Medicine, Inc. completed an acquisition involving Disc (closed 2022-12-29).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Disc"},{"label":"Closing","value":"2022-12-29"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}