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CUSIP No. 64050Y 100
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SCHEDULE 13D
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Merger Consideration over the exercise price per share subject to such stock option immediately prior to such cancellation; (ii) each share of Common Stock that is a share of restricted
stock and is outstanding as of immediately prior to the Effective Time shall vest in full and each such share of restricted stock shall be cancelled and converted automatically into the right to receive the Merger Consideration in the same manner as
the other outstanding shares of Common Stock; and (iii) each restricted stock unit in respect of shares of Common Stock (each, an RSU) that is held by any current Neon employee and is outstanding as of immediately prior to
the Effective Time shall vest in full and each such RSU shall be cancelled and converted automatically into the right to receive from a trust to be formed in accordance with the Merger Agreement, as soon as reasonably practicable after the Effective
Time (but no later than five business days thereafter), the Merger Consideration in respect of each share of Common Stock underlying the unsettled portion of such RSU.
Concurrently with the execution and delivery of the Merger Agreement, on January 15, 2020, BioNTech entered into Voting Agreements (each,
a Voting Agreement) with each of Third Rock Ventures III, L.P., Hugh ODowd, Eric Lander, Stephen Sherwin, Yasir Al-Wakeel, Richard Gaynor, and Jolie Siegel (each, a Supporting
Stockholder and together, the Supporting Stockholders). Each of Messrs. ODowd, Lander, and Sherwin is a director of Neon; and each of Messrs. ODowd, Al-Wakeel and
Gaynor, and Ms. Siegel is an executive officer of Neon.
Pursuant to the Voting Agreements, each Supporting Stockholder has agreed,
among other things and subject to the respective terms thereof, to vote all shares of Common Stock beneficially owned by such Supporting Stockholder (i) in favor of adoption of the Merger Agreement and the Merger, and in favor of any proposal
to adjourn or postpone to a later date any meeting of Neons stockholders called upon to vote on the adoption of the Merger Agreement if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is
held; (ii) against actions that would reasonably be expected to result in a material breach of the Merger Agreement by Neon or in the failure of any of the conditions to Neons obligations under the Merger Agreement to be satisfied; and
(iii) against other proposals to acquire Neon or any acquisition agreement in furtherance of any such proposal, or other matters that would reasonably be expected to interfere with, delay or materially and adversely affect the consummation of
the Merger. Each Supporting Stockholder granted an irrevocable proxy to BioNTech under the applicable Voting Agreement for voting each share of Common Stock subject to such Voting Agreement with respect to the matters described in clauses
(i) through (iii) in this paragraph.
The Voting Agreements limit the ability of the Supporting Stockholders to sell or otherwise
transfer, encumber or grant proxies in respect of their shares of Common Stock.
Each Voting Agreement, and the proxy respectively granted
thereunder, will terminate upon the earlier of (i) the Effective Time, (ii) termination of the Merger Agreement in accordance with its terms, (iii) any amendment or change to the Merger Agreement being effected without the consent of
the Supporting Stockholder party thereto that decreases the Merger Consideration or changes the form of consideration payable under the Merger Agreement to such Supporting Stockholder, (iv) any amendment or change to the Merger Agreement not
approved by Neons board of directors and effected without the consent of the Supporting Stockholder party thereto that materially and adversely affects such Supporting Stockholder, and (v) the mutual agreement of BioNTech and the
Supporting Stockholder party thereto.
Based upon information provided by Neon and the Supporting Stockholders, excluding options to
purchase shares of Common Stock and restricted stock units in respect of shares of Common Stock, the Supporting Stockholders beneficially owned, in the aggregate, 10,407,745 shares of Common Stock as of January 15, 2020 (which includes 630,000
shares of restricted stock granted to certain of the Supporting Stockholders under Neons equity incentive plans), which represent approximately 36.2% of the shares of Common Stock issued and outstanding as of January 14, 2020. Based on
information provided by the Supporting Stockholders, as of January 15, 2020, there were shares of Common Stock underlying 1,473,198 stock options and shares of Common Stock underlying 897,500 restricted stock units, held in aggregate by the
Supporting Stockholders. Upon the exercise of any such stock options or vesting of any such restricted stock units, or any other security exchangeable for any Common Stock, by a Supporting Stockholder, such shares of Common Stock acquired upon such
exercise or vesting, as the case may be, shall be included under the applicable Voting Agreement.
The foregoing descriptions of the
(i) Merger Agreement and the transactions contemplated thereby and (ii) the Voting Agreements and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement,
which is filed as Exhibit 1 hereto and is incorporated herein by reference, and to the Form of Voting Agreement, which is filed as Exhibit 2 hereto and is incorporated herein by reference.
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