secwatch / observer
8-K filed August 9, 2023, 7:59 PM ET CIK 0001645569
M&A confidence high sentiment neutral materiality 1.00

DICE Therapeutics, Inc.: M&A transaction — Eli Lilly completes acquisition of DICE Therapeutics for $48.00 per share; DICE now wholly owned subsidiary

DICE Therapeutics, Inc.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Dr. Richard Scheller

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Dr. Jake Simson

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Appointed

Philip L. Johnson

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Philip L. Johnson, Gordon J. Brooks and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time
Appointed

Katie Lodato

Assistant Treasurer
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Departed

Dr. Mittie Doyle

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Appointed

Michael C. Thompson

Treasurer
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Departed

Lisa Bowers

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Jim Scopa

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Appointed

Michael C. Thompson

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Philip L. Johnson, Gordon J. Brooks and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time
Appointed

Gordon J. Brooks

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
Philip L. Johnson, Gordon J. Brooks and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time
Appointed

Chris Anderson

Secretary
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Departed

Sharon Tetlow

Director
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Appointed

Philip L. Johnson

President
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Appointed

Jonathan Groff

Assistant Secretary
DICE Therapeutics, Inc.
Effective
2023-08-09
Filed
August 9, 2023, 7:59 PM ET
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Dr. Richard Scheller resigned as Director at DICE Therapeutics, Inc..

Action
resigned
Role
Director
Exact text from the filing
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dr. Jake Simson resigned as Director at DICE Therapeutics, Inc..

Action
resigned
Role
Director
Exact text from the filing
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Philip L. Johnson was appointed as Director at DICE Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Philip L. Johnson, Gordon J. Brooks and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Katie Lodato was appointed as Assistant Treasurer at DICE Therapeutics, Inc..

Action
appointed
Role
Assistant Treasurer
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dr. Mittie Doyle resigned as Director at DICE Therapeutics, Inc..

Action
resigned
Role
Director
Exact text from the filing
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael C. Thompson was appointed as Treasurer at DICE Therapeutics, Inc..

Action
appointed
Role
Treasurer
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Lisa Bowers resigned as Director at DICE Therapeutics, Inc..

Action
resigned
Role
Director
Exact text from the filing
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jim Scopa resigned as Director at DICE Therapeutics, Inc..

Action
resigned
Role
Director
Exact text from the filing
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael C. Thompson was appointed as Director at DICE Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Philip L. Johnson, Gordon J. Brooks and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gordon J. Brooks was appointed as Director at DICE Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Philip L. Johnson, Gordon J. Brooks and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Chris Anderson was appointed as Secretary at DICE Therapeutics, Inc..

Action
appointed
Role
Secretary
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sharon Tetlow resigned as Director at DICE Therapeutics, Inc..

Action
resigned
Role
Director
Exact text from the filing
each of Lisa Bowers, Dr. Mittie Doyle, Dr. Richard Scheller, Jim Scopa, Dr. Jake Simson and Sharon Tetlow resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Philip L. Johnson was appointed as President at DICE Therapeutics, Inc..

Action
appointed
Role
President
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jonathan Groff was appointed as Assistant Secretary at DICE Therapeutics, Inc..

Action
appointed
Role
Assistant Secretary
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DICE Therapeutics, Inc.: Bylaws of Purchaser became bylaws of Company effective immediately following Effective Time.

Change
bylaw amendment
Exact text from the filing
the bylaws of the Purchaser became the bylaws of the Company, effective as of immediately following the Effective Time
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DICE Therapeutics, Inc.: Amended and restated certificate of incorporation effective as of the Effective Time.

Change
charter amendment
Exact text from the filing
the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

DICE Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $48.00 per Share in cash (closed 2023-08-09).

Action
change of control
Counterparty
Eli Lilly and Company
Consideration
$48.00 per Share in cash
Closing
2023-08-09
Exact text from the filing
to purchase all of the issued and outstanding shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at a purchase price of $48.00 per Share (the “ Offer Price ”), net to the stockholder in cash, without interest and less any applicable tax withholding. The Offer and related withdrawal rights expired as
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DICE Therapeutics, Inc. terminated Amended and Restated Investors’ Rights Agreement with the investors listed on Schedule A (effective 2023-08-09).

Action
termination
Counterparty
the investors listed on Schedule A
Effective
2023-08-09
Exact text from the filing
the Amended and Restated Investors’ Rights Agreement entered into as of August 20, 2021 by and among the Company and the investors listed on Schedule A thereto terminated automatically in accordance with its terms
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DICE Therapeutics, Inc. terminated Sales Agreement with BofA Securities, Inc. and Stifel, Nicolaus & Company, Incorporated (effective 2023-08-09).

Action
termination
Agreement
atm program
Counterparty
BofA Securities, Inc. and Stifel, Nicolaus & Company, Incorporated
Effective
2023-08-09
Exact text from the filing
In addition, as previously disclosed, on April 15, 2023, the Company entered into an ATM Equity Offering SM Sales Agreement (the “ Sales Agreement ”), with BofA Securities, Inc. and Stifel, Nicolaus & Company, Incorporated (the “ Sales Agents ”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares of its Common Stock through the Sales Agents.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DICE Therapeutics, Inc. terminated Loan and Security Agreement with Silicon Valley Bank (now a division of First-Citizens Bank & Trust Company) (effective 2023-08-09).

Action
termination
Agreement
credit facility
Counterparty
Silicon Valley Bank (now a division of First-Citizens Bank & Trust Company)
Effective
2023-08-09
Exact text from the filing
Further, in connection with the closing of the Merger, effective as of August 9, 2023, the Company terminated its Loan and Security Agreement, dated as of April 13, 2021, as amended by that certain Joinder and First Amendment to Loan and Security Agreement, dated as of June 27, 2022 by and between Silicon Valley Bank (now a division of First-Citizens Bank & Trust Company), the Company and certain of the Company’s subsidiaries, as co-borrowers.
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-23-206894
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