--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-206894" form_type: "8-K" ticker: null cik: "0001645569" company_name: "DICE Therapeutics, Inc." filed_at: "2023-08-09T23:59:59+00:00" generated_at: "2026-06-11T22:27:12.518601+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Eli Lilly completes acquisition of DICE Therapeutics for $48.00 per share; DICE now wholly owned subsidiary ## Summary - Tender offer closed with 42,265,390 shares validly tendered (~88.4% of outstanding). - All outstanding shares converted into right to receive $48.00 per share in cash. - DICE's common stock to be delisted from Nasdaq and deregistered under Exchange Act. - Board of directors replaced by Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson. - Equity incentive plans, stock purchase plan, and ATM offering agreement terminated. ## SEC filing metadata - accession: 0001193125-23-206894 - form_type: 8-K - cik: 0001645569 - company_name: DICE Therapeutics, Inc. - filed_at: 2023-08-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/d502246d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-206894 - JSON: https://secwatch.observer/filing/0001193125-23-206894.json - Plain text: https://secwatch.observer/filing/0001193125-23-206894.txt ## Key facts - Executive change Dr. Richard Scheller resigned as Director at DICE Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Dr. Jake Simson resigned as Director at DICE Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Philip L. Johnson was appointed as Director at DICE Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Katie Lodato was appointed as Assistant Treasurer at DICE Therapeutics, Inc.. - Action: appointed - Role: Assistant Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Dr. Mittie Doyle resigned as Director at DICE Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Michael C. Thompson was appointed as Treasurer at DICE Therapeutics, Inc.. - Action: appointed - Role: Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Lisa Bowers resigned as Director at DICE Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Jim Scopa resigned as Director at DICE Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Michael C. Thompson was appointed as Director at DICE Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Gordon J. Brooks was appointed as Director at DICE Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Chris Anderson was appointed as Secretary at DICE Therapeutics, Inc.. - Action: appointed - Role: Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Sharon Tetlow resigned as Director at DICE Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Philip L. Johnson was appointed as President at DICE Therapeutics, Inc.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Executive change Jonathan Groff was appointed as Assistant Secretary at DICE Therapeutics, Inc.. - Action: appointed - Role: Assistant Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Governance Changes DICE Therapeutics, Inc.: Bylaws of Purchaser became bylaws of Company effective immediately following Effective Time. - Change: bylaw amendment source text: the bylaws of the Purchaser became the bylaws of the Company, effective as of immediately following the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Governance Changes DICE Therapeutics, Inc.: Amended and restated certificate of incorporation effective as of the Effective Time. - Change: charter amendment source text: the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1645569/000119312523206894/0001193125-23-206894-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.