--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-064395" form_type: "8-K" ticker: null cik: "0001708493" company_name: "Harpoon Therapeutics, Inc." filed_at: "2024-03-11T23:59:59+00:00" generated_at: "2026-06-04T23:53:04.019307+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Merck completes acquisition of Harpoon Therapeutics for $23.00 per share in cash ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-064395 - form_type: 8-K - cik: 0001708493 - company_name: Harpoon Therapeutics, Inc. - filed_at: 2024-03-11T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - 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/1708493/000119312524064395/0001193125-24-064395-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/d808382d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-064395 - JSON: https://secwatch.observer/filing/0001193125-24-064395.json - Plain text: https://secwatch.observer/filing/0001193125-24-064395.txt ## Key facts - Executive change Scott Myers resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Lauren Silvernail resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Jonathan Drachman resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Joseph S. Bailes resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Andrew Robbins resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Julie Eastland resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Mark Chin resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Executive change Ron Hunt resigned as Director at Harpoon Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Governance Changes Harpoon Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, Harpoon’s certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Governance Changes Harpoon Therapeutics, Inc.: Bylaws amended and restated in their entirety. - Change: bylaw amendment source text: Pursuant to the Merger Agreement, at the Effective Time, Harpoon’s certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - M&A Transactions 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm - Material Agreements 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 source text: As previously disclosed, on March 13, 2020, Harpoon entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. evidence_url: https://www.sec.gov/Archives/edgar/data/1708493/000119312524064395/0001193125-24-064395-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.