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 report (Date of earliest event reported): ~~November~~December 2217, 2019

RA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37926	26-2908274
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

87 Cambridgepark Drive
Cambridge, MA		02140
(Address of principal executive offices)		(Zip Code)

(617) 401-4060

(Registrant’s telephone number, include area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last 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:

¨ 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))

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, $0.001 par value per share		RARX		Nasdaq Global 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 x

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. x

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~December ~~reported~~17, Ra2019, Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), ~~UCB~~held ~~S.A.,~~ a ~~société~~special ~~anonyme~~meeting ~~formed under the laws~~ of ~~Belgium~~stockholders (the “~~UCB~~Special Meeting”)~~, and~~ ~~Franq~~to ~~Merger~~consider ~~Sub, Inc.,~~ a ~~Delaware~~proposal ~~corporation~~to ~~and~~adopt anthe ~~indirect~~Agreement ~~wholly~~and ~~owned~~Plan ~~subsidiary~~ of ~~UCB~~Merger (the “Merger ~~Sub~~ Agreement”), ~~entered into an Agreement and Plan of Merger~~ dated as of October 9, 2019, ~~providing~~by ~~for the merger of Merger Sub with~~ and ~~into~~among the Company ~~(the~~, ~~“Merger”)~~UCB S.A., ~~with~~a ~~the~~société ~~Company~~anonyme ~~surviving~~formed under the ~~Merger~~laws ~~as an indirect wholly owned subsidiary~~ of Belgium (“UCB.”), Inand ~~connection with~~Franq ~~the~~ Merger, ~~on October 23~~Sub, ~~2019~~Inc., Raa ~~Pharma~~Delaware ~~and~~corporation ~~UCB filed the notification~~ and ~~report~~an ~~forms required under the Hart-Scott-Rodino~~indirect ~~Antitrust~~wholly ~~Improvements~~owned ~~Act~~subsidiary of ~~1976, as amended~~ UCB (~~the~~ “~~HSR~~Merger ~~Act~~Sub”), ~~with~~pursuant ~~the~~to ~~Federal~~which, ~~Trade~~among ~~Commission~~other ~~(the~~matters ~~“FTC”)~~ and ~~the~~on ~~Antitrust Division of~~ the ~~Department of Justice. Following informal discussions with the FTC, UCB voluntarily withdrew~~ ~~its~~terms ~~notification~~ and ~~report~~subject ~~form effective November 22, 2019. UCB intends~~ to ~~re-file such form by November 26, 2019 which will restart~~ the ~~30-calendar-day~~conditions ~~waiting~~set ~~period~~forth ~~under~~in the ~~HSR~~Merger ~~Act. The~~Agreement, ~~withdrawal~~Merger ~~and~~Sub ~~refiling~~will ~~are~~be ~~standard~~merged ~~procedural steps that provide the FTC~~ with ~~additional~~and ~~time~~into ~~to complete its review of~~ the ~~proposed Merger. The~~ Company ~~continues to anticipate that~~ (the “Merger”), ~~will~~with ~~be consummated by~~ the ~~end~~Company ofsurviving the ~~first~~Merger ~~quarter~~as ofan ~~2020,~~indirect ~~assuming~~wholly ~~satisfaction~~owned orsubsidiary ~~waiver~~ of ~~all of the conditions to the Merger~~UCB.

~~Important~~As of ~~Additional~~the ~~Information~~close ~~and~~of ~~Where~~business on November 12, 2019, the record date of the Special Meeting, there were 47,145,946 shares of common stock of the Company, par value $0.001 per share (“Company Common Stock”), outstanding, each of which was entitled to ~~Find~~one Itvote on each proposal at the Special Meeting. At the Special Meeting, a total of 33,903,571 shares of Company Common Stock, representing approximately 71.91% of the outstanding shares of Company Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

~~This~~At ~~report may be deemed solicitation material in respect of~~ the ~~Merger.~~Special ~~In connection with the Merger~~Meeting, ~~the~~ Company ~~filed with the Securities and Exchange Commission (the “SEC”)~~stockholders onconsidered ~~November~~one 15proposal, ~~2019~~which ais ~~Definitive~~described ~~Proxy~~in ~~Statement~~more ondetail ~~Schedule~~in ~~14A~~a ~~(the~~definitive ~~“Definitive~~proxy ~~Proxy~~statement ~~Statement”)~~filed ~~and~~by ~~commenced mailing~~ the ~~Definitive~~Company ~~Proxy~~with ~~Statement to~~ the ~~stockholders~~Securities and ofExchange ~~the~~Commission ~~Company~~ on ~~or about~~ November 15, 2019., ~~The~~as ~~Special~~supplemented ~~Meeting of the stockholders of the Company is currently scheduled to be held~~ on December 176, 2019. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, UCB AND THE MERGER. Investors and security holders will be able to obtain free copies of (the ~~Definitive~~ “Proxy Statement ~~and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www~~”).~~sec.gov,~~ onThe ~~the Company’s internet website at https://rapharma.com or by sending~~final aresults ~~written~~regarding ~~request to~~ the ~~Company~~proposal atare ~~87 Cambridgepark~~set ~~Drive,~~forth ~~Cambridge, Massachusetts 02140, Attention: Legal~~below.

~~Participants~~Proposal inNo. 1: Approval of the ~~Solicitation~~Merger Proposal

The Company’s ~~and~~stockholders ~~its directors, executive officers and certain~~approved ~~other~~the ~~members~~proposal ~~of management and employees may be deemed~~ to beadopt ~~participants in soliciting proxies from its stockholders in connection with~~ the ~~proposed~~ Merger. ~~Information~~Agreement ~~regarding~~ (the ~~persons~~“Merger ~~who~~Proposal”). ~~may,~~The ~~under~~voting ~~the~~results ~~rules~~for of the ~~SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed~~ Merger isProposal ~~set forth in the Definitive Proxy~~were ~~Statement.~~as follows:

Forward-Looking Statements

Votes For		Votes Against		Abstentions		Broker Non-Votes
33,903,450		21		100		—

~~Certain~~The ~~statements~~proposal ~~contained~~to inapprove ~~this~~an ~~filing~~adjournment ~~may be considered forward-looking statements within the meaning~~ of the ~~Private~~Special ~~Securities Litigation Reform Act of 1995, including, without limitation,~~Meeting ~~statements~~(Proposal ~~regarding the Merger and the ability to consummate the Merger~~No. ~~Forward-looking~~2) statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions and comparable terminology intended to ~~identify~~a ~~forward-looking~~later ~~statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the~~ date ~~they~~or ~~are made~~dates, ~~and~~if the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factorsnecessary, ~~including, without limitation: (i) the Company may be unable~~ to ~~obtain~~solicit ~~stockholder~~additional ~~approval~~proxies asif ~~required for~~there ~~the~~were ~~Merger;~~insufficient ~~(ii)~~votes ~~conditions~~ to ~~the closing of the Merger may not be satisfied and required regulatory approvals may be delayed~~adopt ~~or not be obtained; (iii)~~ the Merger ~~may~~Agreement ~~involve~~at ~~unexpected costs, liabilities or delays; (iv)~~ the ~~business~~time of the ~~Company~~Special ~~may suffer as a result of uncertainty surrounding the Merger; (v) the outcome of any legal proceedings related to the Merger; (vi) the Company may be adversely affected by other economic~~Meeting, ~~business,~~was ~~and/or~~deemed ~~competitive~~not ~~factors;~~necessary ~~(vii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;~~ and ~~(viii) other risks to the consummation of the Merger, including the risk that the Merger will~~ not beacted ~~consummated~~upon ~~within the expected time period or~~ at ~~all. If~~ the ~~Merger is~~Special ~~consummated,~~Meeting ~~the Company stockholders will cease to have any equity interest in the Company and will have no right to participate~~because inthere ~~its~~were ~~earnings~~sufficient ~~and~~votes ~~future~~at ~~growth. Additional factors that may affect~~ the ~~future~~time ~~results~~ of the ~~Company~~Special ~~are~~Meeting ~~set~~to ~~forth~~approve ~~in its filings with~~ the ~~SEC,~~adoption including its Annual Report on Form 10-K for the year ended December 31, 2018, which is available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the ~~date~~Merger ~~thereof~~Agreement.

~~SIGNATURES~~Item 8.01. Other Events

~~Pursuant~~In toconnection with the ~~requirements~~Merger, on ofOctober 23, 2019, the ~~Securities~~Company ~~Exchange~~and UCB filed the notification and report forms required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission (the “FTC”) and the Antitrust Division of ~~1934~~the Department of Justice. UCB voluntarily withdrew its October 23, 2019 notification and report form effective November 22, 2019 and re-filed such form on November 26, 2019. The review of the transaction ~~registrant~~is ~~has~~ongoing, ~~duly~~and ~~caused~~the ~~this~~parties are actively working with the government to facilitate that process. In order to provide the FTC with additional time to complete its current review of the proposed Merger, UCB is voluntarily withdrawing its November 26, 2019 notification and report form effective December 18, 2019. UCB intends to re-file such form in January 2020. Following such re-filing, the waiting period applicable to the Merger will expire at 11:59 p.m., New York City time, on the date that is 30 calendar days after the date of such re-filing, unless (a) the period is shortened and the transaction receives “early termination,” (b) the period is lengthened by a subsequent withdrawal and re-refiling of UCB’s notification and report form, and/or (c) the period is lengthened by a reviewing agency that issues a request for additional information and documentary material. If such a request is made, the waiting period will be ~~signed~~extended until 11:59 p.m., New York City time, on ~~its~~the ~~behalf~~date that is 30 calendar days after substantial compliance by UCB and the ~~undersigned~~Company ~~hereunto~~with such ~~duly~~request, ~~authorized~~unless such waiting period is extended voluntarily by the parties or terminated earlier by the reviewing agency.

	RA PHARMACEUTICALS, INC.
Date: November 25, 2019	By:	/s/ David C. Lubner
		David C. Lubner
		Executive Vice President and Chief Financial Officer

The Company continues to anticipate that the Merger will be consummated by the end of the first quarter of 2020, assuming satisfaction or waiver of all of the conditions to the Merger.

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 duly authorized.

	RA PHARMACEUTICALS, INC.

Date: December 17, 2019	By:	/s/ David C. Lubner
		David C. Lubner
		Executive Vice President and Chief Financial Officer

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