Item 1. Security and Issuer.
This statement on Schedule 13D (this
Statement
) relates to the common stock, par value $0.0001 per share (the
Common
Stock
), of Dicerna Pharmaceuticals, Inc., a Delaware corporation (the
Issuer
). The principal executive offices of the Issuer are located at 87 Cambridgepark Drive, Cambridge, MA 02140.
Item 2. Identity and Background.
(a) This Statement is being filed by Eli Lilly and Company, an Indiana corporation (the
Reporting Person
).
(b) The address of the principal business and the principal office of the Reporting Person is Lilly Corporate Center, Indianapolis,
Indiana 46285.
(c) The principal business of the Reporting Person is discovering, developing, manufacturing, and selling
pharmaceutical products.
(d)-(e) During the last 5 years, neither the Reporting Person nor, to the knowledge of the Reporting
Person, without independent verification, any of the persons listed on Schedule I attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer (including a director and officer who may be a controlling person) of the Reporting Persons is set forth on Schedule I.
Item 3. Source and Amount of Funds or Other Consideration.
On October 25, 2018, the Issuer and the Reporting Person entered into a share issuance agreement (the
Share Issuance Agreement
),
pursuant to which the Issuer agreed to issue and sell to the Reporting Person, and the Reporting Person agreed to purchase, 5,414,185 shares of Common Stock, at a purchase price of $18.47 per share, for an aggregate purchase price of $99,999,996.95.
The closing of the transactions contemplated by the Share Issuance Agreement occurred on December 19, 2018. The funds used by the Reporting Person to purchase the 5,414,185 shares of Common Stock were obtained from the working capital of the
Reporting Person.
The foregoing discussion does not purport to be complete, and is qualified in its entirety by the terms and conditions of the Share
Issuance Agreement, a copy of which is attached hereto as Exhibit 1.
Item 4. Purpose of Transaction.
The purchase of Common Stock was made by the Reporting Person for investment purposes as part of a private offering by the Issuer made in connection with a
collaboration and license agreement between the Reporting Person and the Issuer for the discovery, development, and commercialization of potential new medicines in the areas of cardio-metabolic disease, neurodegeneration, and pain.
As set forth above in Item 3, on October 25, 2018, the Issuer and the Reporting Person entered into the Share Issuance Agreement, pursuant to which the
Issuer agreed to issue and sell to the Reporting Person, and the Reporting Person agreed to purchase, 5,414,185 shares of Common Stock, at a purchase price of $18.47 per share, for an aggregate purchase price of $99,999,996.95. The Share Issuance
Agreement contains customary representations, warranties, and covenants of each party. Pursuant to the terms of the Share Issuance Agreement, the Reporting Person may not, without the prior approval of the Issuer or except in the case of a third
party tender offer, dispose of any of the purchased shares of Common Stock for a nine-month period of time commencing on the closing date of the transaction, December 19, 2018.
(a)-(j) Neither the Reporting Person nor, to the Reporting Persons knowledge, any person listed on Schedule I hereto, currently
has any plans or proposals which relate to or would result in any of the matters described in matters (a)-(j) of Item 4 of Schedule 13D. However, as part of the ongoing evaluation of this investment and other investment alternatives, the Reporting
Person may consider such matters and may formulate plans or proposals with respect to any such matters, including, without limitation, from time to time, holding discussions with or making formal proposals to management or the board of directors of
the Company.
The foregoing discussion does not purport to be complete, and is qualified in its entirety by the terms and conditions of the Share Issuance
Agreement, a copy of which is attached hereto as Exhibit 1.