UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________________________________________________

FORM 8-K

_______________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 23, 2022

~~Date of Report (Date of earliest event reported): February 3, 2022~~_______________________________________________________________________________________________

Arena Pharmaceuticals, Inc.

(Exact ~~Name~~name of Registrant as Specified in ~~its~~Its Charter)

Delaware	000-31161	23-2908305
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

_______________________________________________________________________________________________

136 Heber Avenue, Suite 204


Delaware	000-31161	23-2908305
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

136 Heber Avenue, Suite 204, Park City, UT		84060
(Address of Principal Executive Offices)		(Zip Code)

~~Park~~Registrant’s ~~City~~Telephone Number, ~~Utah~~Including ~~84060~~Area Code: (858) 453-7200

(Address of principal executive offices) (Zip Code)

(858) 453-7200

Registrant’s telephone number, including area code

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~_______________________________________________________________________________________________

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instructions A.~~425~~2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ARNA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~In 8this report, “Arena Pharmaceuticals,” “Arena,” “Company,” “we,” “us” and “our” refer to Arena Pharmaceuticals, Inc.01, ~~Other~~and/or ~~Events~~one or more of our wholly owned subsidiaries, unless the context otherwise provides. Arena Pharmaceuticals® and Arena® are registered service marks of Arena Pharmaceuticals, Inc.

AsItem ~~previously disclosed on December 13, 2021, Arena Pharmaceuticals, Inc~~2.,02 aResults ~~Delaware corporation (the “Company” or “Arena”), Pfizer Inc., a Delaware corporation (“Pfizer”), and Antioch Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary~~ of ~~Pfizer~~Operations ~~(“Merger Sub”), entered into an Agreement~~ and ~~Plan~~Financial of Merger, dated as of December 12, 2021 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Pfizer (the “Merger”)Condition.

~~The Merger is conditioned on the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).~~ On ~~January 4~~February 23, 2022, ~~Arena~~we ~~and~~issued ~~Pfizer each filed~~ a ~~Notification~~press ~~and~~release ~~Report~~reporting ~~Form~~our ~~with~~financial ~~respect~~results to for the ~~Merger.~~fourth quarter ~~Pfizer~~ended ~~voluntarily withdrew its HSR Act filing on February 3~~December 31, ~~2022, refiling on February 7, 2022~~2021. The ~~withdrawal~~full text ~~and refiling are procedural steps to provide the Federal Trade Commission with an additional 30 days to complete its review~~ of the ~~proposed~~press ~~Merger.~~release ~~The waiting period with respect to the notification and report forms under the HSR Act~~ is ~~now~~furnished ~~scheduled~~as toExhibit ~~expire at 11:59 p~~99.~~m.,~~1 to ~~Eastern~~this ~~Time,~~Current Report on ~~March~~Form ~~9, 2022, unless extended or earlier terminated~~8-K.

~~The~~In ~~proposed~~accordance ~~Merger~~with isGeneral ~~targeted~~Instruction toB.2 ~~close~~of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the ~~first~~Securities ~~half~~Exchange Act of ~~2022~~1934, as amended (the “Exchange Act”) or otherwise subject to ~~applicable~~the ~~antitrust~~liabilities ~~clearances~~of ~~and~~that ~~other customary~~section, ~~closing~~nor ~~conditions~~shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~Cautionary~~Item ~~Statement~~9.01 ~~Regarding~~Financial ~~Forward-Looking~~ Statements and Exhibits.

This communication and any documents referred to in this communication contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Pfizer and Arena, including, but not limited to, statements regarding the expected benefits of the proposed transaction and the anticipated timing of the proposed transaction, strategies, objectives and the products and markets of each company. These forward-looking statements generally are identified by the words “believe,” “predict,” “target,” “contemplate,” “potential,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “could,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (id) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed transaction on Arena’s business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of Arena or Pfizer and potential difficulties in Arena employee retention as a result of the proposed transaction, (vi) risks related to diverting management’s attention from Arena’s ongoing business operations, and (vii) the outcome of any legal proceedings that may be instituted against Pfizer or against Arena related to the Merger Agreement or the proposed transactionExhibits. The risks and uncertainties may be amplified by the COVID-19 pandemic (and related variants), which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic (and related variants) impacts Arena’s businesses, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Pfizer and Arena described in the “Risk Factors” section of Arena’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Arena from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Arena assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Arena gives no assurance that it will achieve its expectations.


99.1			Press release issued February 23, 2022, reporting financial results for the fourth quarter and full year ended December 31, 2021
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	ARENA PHARMACEUTICALS, INC.
Date: February 23, 2022			Arena Pharmaceuticals, Inc.
	~~By:~~	~~/s/ Amit D. Munshi~~	By:	/s/ Amit D. Munshi
		~~Amit D. Munshi~~		Amit D. Munshi
		~~President and Chief Executive Officer~~		President and Chief Executive Officer
Date: February 7, 2022

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