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~~February 1728, ~~2019~~2020

RA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37926	~~26-2908274~~	26-2908274
(State or other jurisdiction of	(Commission	~~(I.R.S. Employer~~	(I.R.S. Employer
incorporation or organization)	File Number)	~~Identification No.)~~	Identification No.)
87 Cambridgepark Drive
Cambridge, MA		02140
(Address of principal executive offices)		(Zip Code)

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 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

OnAs ~~December~~previously 17reported, ~~2019,~~ Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), ~~held~~UCB S.A., a ~~special~~société ~~meeting~~anonyme offormed ~~stockholders~~under (the laws of Belgium (“~~Special Meeting~~UCB”), toand ~~consider~~Franq aMerger ~~proposal~~Sub, toInc., ~~adopt~~a ~~the~~Delaware ~~Agreement~~corporation and ~~Plan~~an indirect wholly owned subsidiary of ~~Merger~~UCB (~~the~~ “Merger ~~Agreement~~Sub”), entered into an Agreement and Plan of Merger dated as of October 9, 2019, byproviding ~~and~~for ~~among~~ the ~~Company,~~merger ~~UCB~~of ~~S.A.,~~Merger aSub ~~société anonyme formed~~with ~~under~~and into the ~~laws~~Company ~~of Belgium~~ (the “~~UCB~~Merger”), ~~and~~with ~~Franq~~the ~~Merger~~Company ~~Sub,~~surviving ~~Inc.,~~the aMerger ~~Delaware~~as ~~corporation and~~ an indirect wholly owned subsidiary of UCB ~~(“Merger~~. ~~Sub”)~~In connection with the Merger, ~~pursuant~~on toOctober ~~which~~23, ~~among~~2019, ~~other~~the ~~matters~~Company and onUCB filed the ~~terms~~ notification and ~~subject~~report toforms required under the ~~conditions~~Hart-Scott-Rodino ~~set~~Antitrust ~~forth~~Improvements inAct of 1976, as amended (the ~~Merger~~“HSR ~~Agreement~~Act”), ~~Merger~~with ~~Sub~~the ~~will~~Federal beTrade Commission ~~merged~~(the ~~with~~“FTC”) and ~~into~~the Antitrust Division of the ~~Company~~ Department of Justice (the “~~Merger~~DOJ”). UCB voluntarily withdrew its October 23, ~~with~~2019 notification and report form effective November 22, 2019 and re-filed such form on November 26, 2019. UCB voluntarily withdrew its November 26, 2019 notification and report form, and the Company ~~surviving~~voluntarily ~~the~~withdrew ~~Merger~~its asOctober 23, an2019 ~~indirect~~notification ~~wholly~~and ~~owned~~report ~~subsidiary~~form, ofin ~~UCB~~each case, effective December 18, 2019.

~~As of~~Following discussions with the ~~close~~FTC, ofUCB ~~business~~and onthe Company ~~November~~re-filed ~~12,~~their ~~2019,~~notification ~~the~~and ~~record~~report ~~date~~forms ofwith the ~~Special~~FTC ~~Meeting,~~and ~~there~~the ~~were~~DOJ 47on February 28,~~145,946~~ ~~shares~~2020. ~~of common~~This ~~stock~~re-filing ofrestarts the 30 ~~Company,~~calendar ~~par~~day ~~value~~waiting ~~$0.001~~period ~~per~~applicable ~~share~~to ~~(“Company~~the ~~Common~~Merger ~~Stock”),~~under ~~outstanding~~the HSR Act. Accordingly, ~~each~~this ofwaiting ~~which~~period will expire at ~~was~~11:59 ~~entitled~~p.m., toNew ~~one~~York ~~vote~~City time, on ~~each~~March ~~proposal~~30, at2020 unless (i) the ~~Special~~period ~~Meeting.~~is Atshortened and the ~~Special~~transaction ~~Meeting~~receives “early termination,” a(ii) ~~total~~the ofperiod ~~33,903,571~~is ~~shares~~lengthened ~~of Company~~by ~~Common~~a ~~Stock,~~subsequent ~~representing~~withdrawal ~~approximately~~and ~~71.91%~~re-refiling of ~~the~~UCB’s notification ~~outstanding~~and ~~shares~~report ofform, ~~Company~~or ~~Common~~(iii) ~~Stock~~the ~~entitled~~period tois ~~vote, were~~lengthened ~~present~~by ina ~~person~~reviewing oragency ~~represented~~that byissues ~~proxy,~~a ~~constituting~~request afor ~~quorum~~additional information toand ~~conduct~~documentary ~~business~~material.

~~At the Special Meeting,~~ The Company ~~stockholders considered~~expects ~~one~~that ~~proposal,~~the ~~which~~Merger iswill ~~described~~be inconsummated ~~more~~shortly ~~detail~~after inthe aexpiration ~~definitive~~or ~~proxy~~earlier ~~statement~~termination ~~filed~~of by the ~~Company~~current ~~with~~30-day ~~the Securities~~waiting ~~and~~period ~~Exchange~~applicable ~~Commission~~to onthe ~~November~~Merger ~~15,~~under ~~2019,~~the asHSR ~~supplemented on December 6~~Act, ~~2019~~assuming ~~(the~~satisfaction ~~“Proxy~~or ~~Statement”).~~waiver ~~The~~of ~~final results~~all ~~regarding~~of the ~~proposal~~other ~~are~~conditions ~~set~~to ~~forth~~the ~~below~~Merger.

~~Proposal~~Forward-Looking ~~No. 1: Approval of the Merger Proposal~~Statements

~~The~~Certain ~~Company’s~~statements ~~stockholders~~contained ~~approved~~in this filing may be considered forward-looking statements within the ~~proposal~~meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Merger and the ability to ~~adopt~~consummate the Merger. ~~Agreement~~Forward-looking 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 forward-looking 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 are made, and 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 factors, including, without limitation: (i) conditions to the “closing of the Merger ~~Proposal”~~may not be satisfied and required regulatory approvals may be delayed or not be obtained; (ii) the Merger may involve unexpected costs, liabilities or delays; (iii) the business of the Company may suffer as a result of uncertainty surrounding the Merger; (iv) the outcome of any legal proceedings related to the Merger; (v) the Company may be adversely affected by other economic, business, and/or competitive factors; (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; and (vii) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all. ~~The~~If ~~voting~~the Merger is consummated, the Company stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ~~Merger~~ended ~~Proposal~~December ~~were~~31, 2019, 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 ~~follows:~~of the date thereof.

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

SIGNATURES

~~The~~Pursuant ~~proposal~~ to ~~approve~~the anrequirements ~~adjournment~~ of the ~~Special~~Securities ~~Meeting (Proposal~~Exchange ~~No. 2) to a later date or dates, if necessary, to solicit additional proxies if there were insufficient votes to adopt~~Act ~~the Merger Agreement at the time~~ of ~~the Special Meeting~~1934, ~~was deemed not necessary and not acted upon at~~ the ~~Special~~registrant ~~Meeting~~has ~~because there~~duly ~~were~~caused ~~sufficient~~this ~~votes~~report atto ~~the~~be ~~time~~signed ofon ~~the~~its ~~Special~~behalf ~~Meeting~~by ~~to approve~~ the ~~adoption~~undersigned ofhereunto ~~the~~duly ~~Merger Agreement~~authorized.

Item 8.01. Other Events

	RA PHARMACEUTICALS, INC.

Date: February 28, 2020	By:	/s/ David C. Lubner
		David C. Lubner
		Executive Vice President and Chief Financial Officer

In connection with the Merger, on October 23, 2019, the Company 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 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 is ongoing, and the 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 extended until 11:59 p.m., New York City time, on the date that is 30 calendar days after substantial compliance by UCB and the Company with such request, unless such waiting period is extended voluntarily by the parties or terminated earlier by the reviewing agency.

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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