8-K
filed March 11, 2024, 7:59 PM ET
CIK 0001708493
M&A
confidence high
sentiment positive
materiality 1.00
Harpoon Therapeutics, Inc.: M&A transaction — Merck completes acquisition of Harpoon Therapeutics for $23.00 per share in cash
Harpoon Therapeutics, Inc.
- Merck acquired Harpoon for $23.00 per common share in cash, closing on March 11, 2024.
- Each preferred share entitled to $3,577.77; outstanding stock options and RSUs cashed out.
- Harpoon Common Stock to be delisted from Nasdaq; reporting obligations will be suspended.
- Board of directors (incl. Joseph Bailes, Mark Chin, etc.) resigned at effective time.
- Sales agreement with Cantor Fitzgerald terminated upon closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Myers resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lauren Silvernail resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Drachman resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph S. Bailes resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Robbins resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Julie Eastland resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Chin resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ron Hunt resigned as Director at Harpoon Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, as of the Effective Time, Joseph S. Bailes, M.D., Mark Chin, Jonathan Drachman, M.D., Julie Eastland, Ron Hunt, Scott Myers, Andrew Robbins, and Lauren Silvernail each resigned from the board of directors of Harpoon and from any and all committees thereof on which they served and ceased to be directors of Harpoon.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Harpoon Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Harpoon’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Harpoon Therapeutics, Inc.: Bylaws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Harpoon’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Harpoon Therapeutics, Inc. underwent a change of control involving Merck Sharp & Dohme LLC (closed 2024-03-11).
- Action
- change of control
- Counterparty
- Merck Sharp & Dohme LLC
- Closing
- 2024-03-11
Exact text from the filing
On March 11, 2024 (the “Closing Date”), Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Merck”), completed the previously announced acquisition of Harpoon Therapeutics, Inc., a Delaware corporation (“Harpoon”), pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 (the “Merger Agreement”), by and among Harpoon, Merck, and Hawaii Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Merck (“Merger Sub”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Harpoon Therapeutics, Inc. terminated Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co. (effective 2024-03-11).
- Action
- termination
- Agreement
- equity purchase
- Counterparty
- Cantor Fitzgerald & Co.
- Effective
- 2024-03-11
Exact text from the filing
As previously disclosed, on March 13, 2020, Harpoon entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.
View on SEC.gov
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