--- 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" generated_at: "2026-06-20T22:00:50.848700+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Disc Medicine completes reverse merger with Gemini Therapeutics; combined entity trades as IRON ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 5.02, 3.02, 3.03, 5.01, 5.03, 5.05, 7.01, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-047453 - JSON: https://secwatch.observer/filing/0001140361-22-047453.json - Plain text: https://secwatch.observer/filing/0001140361-22-047453.txt ## Key facts - Executive change Mark Chin was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change John Quisel was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Donald Nicholson, William White and John Quisel appointed as Class III directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Donald Nicholson was appointed as Executive Chairman at Disc Medicine, Inc.. - Action: appointed - Role: Executive Chairman source text: Donald Nicholson, Ph.D. was appointed as the executive chairman of the board. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Jay Backstrom was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change David Lubner resigned as Director at Disc Medicine, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Mona Ashiya was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change William White was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Donald Nicholson, William White and John Quisel appointed as Class III directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Liam Ratcliff was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Kevin Bitterman was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Mona Ashiya, Kevin Bitterman and Jay Backstrom appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Tuyen Ong resigned as Director at Disc Medicine, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Carl Gordon resigned as Director at Disc Medicine, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Georges Gemayel was appointed as Director at Disc Medicine, Inc.. - Action: appointed - Role: Director source text: Georges Gemayel, Mark Chin and Liam Ratcliff appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Jason Rhodes resigned as Director at Disc Medicine, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Executive change Jim Tananbaum resigned as Director at Disc Medicine, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm - M&A Transactions Disc Medicine, Inc. completed an acquisition involving Disc (closed 2022-12-29). - Action: acquisition - Counterparty: Disc - Closing: 2022-12-29 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1816736/000114036122047453/0001140361-22-047453-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.