Business Section and Risk Factors of the Company
As
previously disclosed, on June 25, 2021, the Company completed a merger with TempestTx, Inc. (formerly Tempest Therapeutics, Inc.) (“Tempest”) in accordance with the terms of the Agreement and Plan of Merger, dated as of March 29,
2021 (the “Merger Agreement”), by and among the Company, Tempest and Mars Merger Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other matters, Merger Sub merged
with and into Tempest, with Tempest continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).
The Company is filing this Current Report on Form 8-K to provide (1) an updated business description of the
Company, which is attached hereto as Exhibit 99.1 and incorporated herein by reference and (2) updated risk factors, which are attached hereto as Exhibit 99.2 and incorporated herein by reference.
Management’s Discussion and Analysis of Tempest and Certain Financial Information of Tempest
The Company is also providing Tempest’s management’s discussion and analysis for the quarter ended March 31, 2021, which is attached hereto as
Exhibit 99.3 and incorporated herein by reference. Tempest’s corresponding unaudited condensed interim financial statements as of March 31, 2021 and for the three months ended March 31, 2021, were included our Current Report on Form 8-K/A filed on July 1, 2021.
The Company is also filing this Current Report on Form
8-K to provide Tempest’s historical audited financial statements for the year ended December 31, 2020 and 2019 (the “Tempest Financial Statements”), and the unaudited pro forma combined
financial information for Millendo and Tempest for the year ended December 31, 2020 (Unaudited Pro Forma Condensed Combined Financial Information), which were both originally reflected in the Registration Statement on Form S-4/A filed on May 10, 2021 (which Registration Statement is not incorporated by reference in or a part of this Current Report on Form 8-K). The Tempest Financial
Statements and the Unaudited Pro Forma Condensed Combined Financial Information are attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, and incorporated herein by reference.
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 us, Tempest and the Merger. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of our management, as
well as assumptions made by, and information currently available to, our management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words
such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,”
and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of
future performance. Actual results could differ materially from those contained in any forward-looking statement.