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): ~~December~~January 1716, ~~2019 (December 17, 2019)~~2020

ArQule, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-21429		04-3221586
(State or other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

One Wall Street

Burlington, Massachusetts 01803

(Address of principal executive offices, including Zip Code)

(781) 994-0300

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2):

¨	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, par value $0.01 per share

ARQL

The Nasdaq Stock Market LLC

(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 o¨

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. o¨

~~Item~~INTRODUCTORY ~~1.01~~NOTE ~~Entry into a Material Definitive Agreement.~~

~~Amendment~~As Nopreviously reported in the Current Report on Form 8-K filed with the U.S. 1Securities toand Exchange Commission (the ~~Agreement~~“SEC”) on December 9, 2019, by ArQule, Inc., a Delaware corporation (“ArQule”), ArQule entered into an Agreement and Plan of Merger (as amended or supplemented, the “Merger Agreement”), dated December 6, 2019, with Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”), and Argon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Merck (“Merger Sub”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

OnPursuant ~~December~~to ~~17,~~the ~~2019,~~Merger ~~ArQule~~Agreement, ~~Inc.,~~ aupon ~~Delaware~~the ~~corporation~~terms ~~(“ArQule”),~~and ~~Merck~~subject to ~~Sharp~~the &conditions ~~Dohme Corp.~~thereof, ~~a New Jersey corporation (“Merck”), and Argon~~ Merger Sub, ~~Inc.,~~commenced a ~~Delaware~~tender ~~corporation~~offer ~~and a wholly owned subsidiary of Merck~~ (~~“Merger Sub”), entered into~~ the ~~First Amendment (the~~ “~~Merger Agreement Amendment~~Offer”) toon ~~the Agreement and Plan of Merger, dated as of~~ December 617, 2019, ~~among ArQule, Merck and Merger Sub (the “Merger Agreement”). The Merger Agreement Amendment corrects certain scrivener’s errors contained in Annex I~~ to ~~the~~acquire ~~Merger~~all ~~Agreement regarding the conditions to consummation~~ of ~~the tender offer contemplated by the Merger Agreement. Specifically, the Merger~~ ~~Agreement Amendment (i) limits~~ the ~~conditions~~issued ~~that cannot be waived by Merck~~ and ~~Merger~~outstanding ~~Sub~~shares ~~without~~of ~~ArQule’s~~common ~~consent and that would~~stock, ifpar ~~such~~value ~~conditions~~$0.01 ~~are~~per ~~not satisfied and other conditions have been satisfied or waived~~share, ~~require extension~~ of ~~the~~ ~~outside~~ArQule ~~date in accordance with~~ (the ~~Merger Agreement~~“Shares”), toother ~~the conditions concerning antitrust approvals and the absence of~~than ~~judgments, laws or orders preventing~~ the ~~transactions~~Excluded ~~contemplated by the Merger Agreement~~Shares, ~~and~~at ~~(ii)~~a ~~specifies~~price ~~that~~per ~~the conditions~~Share ~~concerning~~equal ~~antitrust~~to ~~approvals~~$20.00 ~~and~~in ~~the absence of judgments~~cash, ~~laws~~without orinterest ~~orders preventing the transactions contemplated by the Merger Agreement are limited to the requirements~~ and ~~actions~~less ~~of jurisdictions in which Merck or~~ any ~~of its~~tax ~~affiliates~~withholding ~~operate their respective businesses or own any assets. Other than as expressly modified pursuant to~~ (the ~~Merger~~“Offer ~~Agreement Amendment, the Merger Agreement remains in full force and effect as originally executed on December 6, 2019~~Price”).

~~Additional~~The ~~Information~~Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., New York City time, on January 15, 2020 (such date, the “Expiration Date”), and was not extended. American Stock Transfer & Trust Company, LLC, in its capacity as the depository for the Offer, has advised that, as of the expiration of the Offer, 103,394,298 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 75.3% of the sum of (a) all Shares then outstanding at the Expiration Date and (b) all Shares that ArQule would be required to issue upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Shares or other rights to acquire or be issued Shares ((including all then outstanding ArQule stock options and unexercised warrants to purchase Shares), regardless of the conversion or exercise price or other terms and conditions thereof). The number of Shares tendered satisfied the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer have been satisfied, Merger Sub has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

~~The~~Following ~~foregoing~~consummation ~~description~~ of the ~~Merger~~Offer, the remaining conditions ~~Agreement~~to ~~Amendment~~the ismerger ~~not~~of ~~complete~~Merger Sub with and isinto ~~qualified~~ArQule (the “Merger”) set forth in the Merger Agreement were satisfied, and on January 16, 2020, Merck completed its ~~entirety~~acquisition byof ~~reference~~ArQule toby consummating the Merger ~~Agreement~~without ~~Amendment,~~a ~~which~~meeting isof ~~attached~~stockholders of ArQule in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (as ~~Exhibit~~amended, ~~2.1~~the to“DGCL”), with ~~this~~ArQule ~~report~~continuing ~~and~~as ~~incorporated~~the ~~herein~~surviving bycorporation ~~reference~~(the “Surviving Corporation”). ~~The~~At the effective time of the Merger (the ~~Agreement~~“Effective ~~Amendment~~Time”), ~~and~~Shares not purchased pursuant to the ~~foregoing~~Offer ~~description~~(other than Shares held in the treasury of ArQule, ~~have~~by ~~been~~Merck, ~~included~~Merger Sub or any of their direct or indirect wholly-owned subsidiaries immediately prior to ~~provide~~the ~~investors~~Effective ~~and~~Time or by stockholders ~~with~~of ~~information~~ArQule ~~regarding~~who ~~the~~have ~~terms~~perfected their statutory rights of appraisal under the ~~Merger~~DGCL) ~~Agreement~~were ~~Amendment. They~~converted ~~are~~into ~~not~~the ~~intended~~right to receive ~~provide~~the Offer Price, without interest thereon and less any ~~other~~tax ~~factual~~withholding. ~~information~~As ~~about~~a result of the Merger, ArQule became a wholly-owned subsidiary of Merck.

~~Notice~~Pursuant to ~~Investors~~the Merger Agreement, immediately prior to the Effective Time, each unexpired and ~~Security~~unexercised option to purchase Shares under any ArQule stock plan (each, a “Company Stock Option”), ~~Holders~~to the extent unvested, became fully vested and exercisable, and each Company Stock Option that vests based on the achievement of performance goals became fully vested and exercisable with respect to 100% of the total number of Shares subject to such Company Stock Option. Each unexpired and unexercised Company Stock Option that was an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, became fully vested and exercisable prior to the Effective Time. At the Effective Time, each Company Stock Option was cancelled and converted into the right to receive a payment in cash (less any applicable tax withholding required by applicable law) equal to the product of (A) the total number of Shares subject to such Company Stock Option immediately prior to such cancellation and (B) the excess, if any, of the Offer Price over the exercise price per Share subject to such Company Stock Option immediately prior to such cancellation.

The ~~offer~~foregoing ~~contemplated~~description byof the Merger Agreement ~~and~~is ~~Merger Agreement Amendment (the “Offer”) referred to in this Current Report on Form 8-K (the “Current Report”) has~~ not ~~yet~~complete ~~commenced.~~and ~~The~~is ~~description~~qualified ~~contained~~ in ~~this~~its ~~Current~~entirety ~~Report~~by isreference ~~neither an offer~~ to ~~purchase~~the ~~nor~~Merger Agreement, a ~~solicitation~~copy of anwhich ~~offer to sell any securities, nor~~ is itfiled aas ~~substitute~~Exhibit ~~for the tender offer materials that Merck and Merger Sub will file with the SEC~~2.1 ~~The solicitation and offer~~ to ~~buy Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the~~ArQule’s ~~Offer~~Current isReport ~~commenced, Merck and Merger Sub will file a tender offer statement~~ on ~~Schedule~~Form ~~TO and thereafter ArQule will file a solicitation/recommendation statement on Schedule 14D~~8-9K, filed with the SEC ~~with~~on ~~respect~~December ~~to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE~~9, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase2019, ~~the related letter of transmittal~~ and the ~~solicitation/recommendation~~First ~~statement~~Amendment ~~will~~to ~~be made available for free at~~ the ~~SEC’s~~Merger ~~website~~Agreement, atdated ~~www.sec.gov.~~December 17, ~~Additional~~2019, ~~copies~~among ~~may be obtained for free by contacting~~ ArQule, or Merck. ~~Copies of~~and ~~the~~Merger ~~documents~~Sub, ~~filed~~a ~~with~~copy ~~the SEC by ArQule will be available free~~ of ~~charge~~which onis ~~ArQule’s~~filed ~~internet~~as ~~website~~Exhibit ~~at http://investors~~2.~~arqule.com/financial-information/sec-filings or~~1 byto ~~contacting~~ ArQule’s ~~investor~~Current ~~relations~~Report ~~contact~~on ~~at +1 (781) 994~~Form 8-~~0300.~~K, ~~Copies of the documents~~ filed with the SEC ~~by Merck~~on ~~can~~December ~~be obtained~~17, ~~when filed~~2019, ~~free~~each of ~~charge by directing a request to the Information Agent for the Offer~~ which ~~will~~is beincorporated ~~named in~~herein ~~the~~by ~~Schedule TO~~reference.

InItem addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Merck, as well as the solicitation/recommendation statement filed by ArQule, ArQule will also file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed by ArQule or Merck at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1~~-800-SEC-0330 for further information on the public reference room~~.02 ~~ArQule’s~~Termination ~~filings~~of ~~with~~a ~~the~~Material ~~SEC~~Definitive ~~are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www~~Agreement.~~sec.gov.~~

~~Forward~~On ~~Looking~~January ~~Statements~~16, 2020, in connection with the consummation of the Merger as described above, ArQule will terminate and repay in full all outstanding obligations due under that certain Loan and Security Agreement, dated January 6, 2017 (as amended or supplemented from time to time), among Oxford Finance LLC, as collateral agent, the lenders party thereto and ArQule.

~~The~~Item ~~information contained in this Current Report is as of December 17, 2019~~2.01 ~~ArQule~~Completion ~~assumes no obligation to update forward-looking statements contained in this Current Report as the result~~ of ~~new information~~Acquisition or ~~future~~Disposition ~~events~~of ~~or developments~~Assets.

~~This~~The ~~Current~~disclosures ~~Report~~under ~~contains forward-looking information related to Merck, ArQule and~~ the ~~proposed~~Introductory ~~acquisition~~Note ~~of ArQule by Merck that involves substantial risks~~ and ~~uncertainties~~Item ~~that could cause actual results to differ materially from those expressed or implied by such statements~~3.01 ~~Forward-looking statements in this document~~are ~~and~~incorporated ~~the~~herein ~~accompanying exhibits include, among other things, the ability of ArQule and Merck to complete the transactions contemplated~~ by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the Merger Agreement; statements about the expected timetable for completing the transaction; ArQule’s and Merck’s beliefs and expectations and statements about the benefits being sought to be achieved in Merck’s proposed acquisition of ArQule; the potential effects of the acquisition on both ArQule and Merck; the possibility of any termination of the Merger Agreement, as well as the expected benefits and success of ArQule’s product candidatesreference. These statements are based upon the current beliefs and expectations of the ArQule’s and Merck’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all, with respect to pipeline products that the products will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

~~Risks~~Item ~~and~~3.01 ~~uncertainties~~Notice ~~include but are not limited to, uncertainties as to the timing~~ of ~~the~~Delisting ~~offer and the subsequent merger; uncertainties as to how many of ArQule’s stockholders will tender their shares in the offer; the risk that competing offers~~ or ~~acquisition~~Failure ~~proposals will be made; the possibility that various conditions~~ to ~~the~~Satisfy ~~consummation~~a ofContinued ~~the~~Listing ~~merger~~Rule ~~and the offer contemplated thereby may not be satisfied~~ or ~~waived~~Standard; ~~the~~Transfer ~~effects~~ of disruption from the transactions contemplated by the Merger Agreement and the impact of the announcement and pendency of the transactions on ArQule’s business; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; challenges inherent in new product development, including obtaining regulatory approval; and the company’s ability to accurately predict future market conditionsListing.

AThe ~~further~~disclosures ~~description~~under ~~of risks and uncertainties relating to ArQule can be found in ArQule’s Annual Report on Form 10-K for~~ the ~~fiscal~~Introductory ~~year~~Note ~~ended~~are ~~December 31, 2018, and in its subsequent~~incorporated ~~Quarterly~~herein ~~Reports~~by ~~on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www~~reference.~~sec.gov and https://www.arqule.com/.~~

On January 16, 2020, ArQule (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on January 16, 2020 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. ArQule intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of ArQule’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of ArQule, and Merck, as the direct parent of Merger Sub, acquired control of ArQule. To the knowledge of ArQule, there are no arrangements which may at a subsequent date result in a further change in control of ArQule.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Patrick J. Zenner, Timothy C. Barabe, Susan L. Kelley, M.D., Ronald M. Lindsay, Ph.D., Michael D. Loberg, Ph.D., William G. Messenger, D. Min., Ran Nussbaum and Paolo Pucci each resigned and ceased to be directors of ArQule and members of any committee of ArQule’s board of directors. These resignations were not a result of any disagreement between ArQule and the directors on any matter relating to ArQule’s operations, policies or practices.

Pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Rita Karachun, Caroline Litchfield, and Jon Filderman. As of the Effective Time, ArQule’s board of directors appointed Rita Karachun as President, Caroline Litchfield as Senior Vice President and Treasurer, and Jon Filderman as Secretary. Information regarding the new directors and executive officers has been previously disclosed in Schedule I of the Offer to Purchase to the Tender Offer Statement on Schedule TO filed by Merck and Merger Sub with the SEC on December 17, 2019, as subsequently amended, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, ArQule’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, ArQule’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated By-Laws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		~~First Amendment to~~ Agreement and Plan of Merger, dated December 176, 2019, among ArQule, Inc., Merck Sharp & Dohme Corp. and Argon Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to ArQule’s Current Report on Form 8-K filed with the SEC on December 9, 2019).*
2.2		First Amendment to Agreement and Plan of Merger, dated December 17, 2019, among ArQule, Inc., Merck Sharp & Dohme Corp. and Argon Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to ArQule’s Current Report on Form 8-K filed with the SEC on December 17, 2019).
3.1		Amended and Restated Certificate of Incorporation of ArQule, Inc., dated January 16, 2020.
3.2		Amended and Restated By-Laws of ArQule, Inc., dated January 16, 2020.

*	Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

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.

ArQule, Inc. By: /s/ ~~Peter~~Faye SC. ~~Lawrence~~Brown ~~President~~Name: ~~and~~Faye ~~Chief~~C. ~~Operating~~Brown ~~Officer~~Title: Assistant Secretary

Dated: ~~December~~January 1716, ~~2019~~2020

Filing Compare · ARQULE INC