Item 7.01. |
Regulation FD Disclosure. |
As previously announced, on August 9, 2022, Gemini Therapeutics, Inc., a Delaware corporation (Gemini or the Company),
Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gemini (Merger Sub), and Disc Medicine, Inc., a Delaware corporation (Disc), entered into an Agreement and Plan of Merger and
Reorganization (the Merger Agreement), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Disc, with Disc
continuing as a wholly owned subsidiary of Gemini and the surviving corporation of the merger (the Merger).
On August 10, 2022, Gemini
and Disc hosted a webcast presentation regarding the proposed Merger between Gemini and Disc. (the Presentation). A transcript of the Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference, and a copy of the investor presentation was previously furnished as Exhibit 99.2 to that certain Current Report on Form 8-K filed by Gemini on August 10, 2022, and which is incorporated herein by reference.
Additionally, on August 10, 2022, Disc issued a press release announcing the initiation of BEACON (the Study), a Phase 2 clinical study of
Bitopertin in patients with Erythropoietic Protoporphyria (EPP) and X-linked Protoporphyria (XLP). The press release is furnished as Exhibit 99.2 to this Current Report on Form
8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Furnished as Exhibit 99.3 hereto and incorporated herein by reference are social media posts posted by Disc on LinkedIn and Twitter on August 10, 2022
regarding the announcement of the Merger and the Study.
On August 10, 2022, Arix Bioscience plc, an investor in Disc and a participant in the concurrent
financing to the Merger, issued the press release attached as Exhibit 99.4.
The information in this Item 7.01 and Exhibits 99.1, 99.2, 99.3 and 99.4
attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including within the meaning of Section 21E
of the Exchange Act and Section 27A of the Securities Act of 1933, as amended (the Securities Act)) concerning Gemini, Disc, the proposed transaction and other matters. These forward-looking statements include express or
implied statements relating to Geminis and Discs management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, contemplate, continue, could,
estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, will,
would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs
concerning future developments and their potential effects. There can be no assurance that future developments affecting Gemini, Disc or the proposed transaction will be those that have been anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond Geminis or Discs control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the closing of the transaction are not satisfied, including the failure to obtain stockholder approval for the transaction; the risk that the
concurrent financing is not completed in a timely manner or at all; uncertainties as to the timing of the consummation of the transaction and the ability of each of Gemini and Disc to consummate the transaction, including the