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): ~~February~~March 2811, 2020

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 ¨

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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

AsOn ~~previously~~March ~~reported~~11, 2020, Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), ~~UCB S.A., a société anonyme formed under the laws of Belgium (“UCB”),~~ and ~~Franq~~HCP/King ~~Merger~~87 ~~Sub,~~CPD ~~Inc.~~LLC, a Delaware ~~corporation~~limited ~~and~~liability ancompany ~~indirect wholly owned subsidiary of UCB~~ (“~~Merger Sub~~Landlord”), entered into ana ~~Agreement~~Second ~~and~~Amendment ~~Plan of Merger dated as of October 9, 2019 providing for the merger of Merger Sub with and into the Company~~ (the “~~Merger~~Amendment”), ~~with~~to the ~~Company~~Lease ~~surviving the Merger as an indirect wholly owned subsidiary of UCB. In connection with the Merger~~Agreement, ondated ~~October~~September 2315, ~~2019~~2015, ~~the~~by ~~Company~~ and ~~UCB filed~~ between the ~~notification~~Company and ~~report~~Landlord ~~forms required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,~~ (as amended, (the “~~HSR Act~~Lease”), ~~with~~pursuant ~~the~~to ~~Federal~~which ~~Trade Commission (~~the ~~“FTC”)~~Company ~~and~~leases ~~the~~approximately ~~Antitrust~~26,757 ~~Division~~rentable square offeet ~~the Department of Justice~~ (the “~~DOJ~~Existing Premises”). ~~UCB~~in ~~voluntarily withdrew~~a ~~its~~building ~~October~~located ~~23,~~at ~~2019~~87 ~~notification~~CambridgePark ~~and~~Drive, ~~report form effective November 22~~Cambridge, ~~2019~~Massachusetts ~~and re-filed such form on November 26,~~(the ~~2019.~~ ~~UCB voluntarily withdrew its November 26~~“Building”), ~~2019~~which ~~notification~~serves ~~and~~as ~~report form, and~~ the Company’s ~~voluntarily~~corporate ~~withdrew its October 23, 2019 notification and report form, in each case, effective December 18, 2019~~headquarters.

~~Following~~The ~~discussions~~Amendment ~~with~~provides ~~the~~for ~~FTC,~~(i) ~~UCB~~the ~~and~~extension of the ~~Company~~ ~~re-filed~~term ~~their~~of ~~notification~~the ~~and~~Lease ~~report~~with ~~forms~~respect ~~with~~to the ~~FTC~~Existing ~~and~~Premises ~~the~~for ~~DOJ~~a period of time commencing on ~~February~~May 281, ~~2020.~~2023 ~~This~~and ~~re-filing~~expiring ~~restarts~~on the 30date ~~calendar~~that ~~day~~is ~~waiting~~the ~~period~~later ~~applicable~~of to(x) ~~the~~June ~~Merger~~30, ~~under~~2031 ~~the~~and ~~HSR~~(y) ~~Act.~~last ~~Accordingly,~~day ~~this~~of ~~waiting~~the ~~period~~calendar ~~will~~month ~~expire~~in ~~at 11:59~~which ~~p.m.,~~the ~~New~~tenth ~~York~~anniversary ~~City~~of ~~time,~~the onExpansion Premises ~~March~~Rent ~~30,~~Commencement ~~2020~~Date ~~unless~~ (i)as ~~the~~defined ~~period~~in isthe ~~shortened~~Amendment) ~~and~~occurs (the ~~transaction receives~~ “~~early~~Extended ~~termination,~~Expiration Date”), and (ii) the expansion ~~period~~of isthe ~~lengthened~~Existing byPremises ato ~~subsequent~~include ~~withdrawal~~approximately ~~and~~37,186 ~~re-refiling~~rentable ofsquare ~~UCB’s notification~~feet ~~and~~on ~~report~~the ~~form,~~second orfloor ~~(iii)~~of the ~~period~~Building is(the ~~lengthened~~“Expansion byPremises”) with a ~~reviewing~~term ~~agency~~beginning ~~that~~on ~~issues~~or aabout ~~request~~January ~~for~~1, ~~additional information~~2021 and ~~documentary~~ending ~~material~~on the Extended Expiration Date.

~~The Company~~Under ~~expects~~the ~~that~~Amendment, the ~~Merger~~Company ~~will~~is beobligated to ~~consummated~~pay ~~shortly~~Landlord ~~after~~(i) ~~the~~an ~~expiration~~initial orannual ~~earlier~~base ~~termination~~rent of approximately $2.0 million for the ~~current~~Existing ~~30-day~~Premises ~~waiting~~beginning May 1, 2023, ~~period~~which ~~applicable~~amount towill ~~the~~increase ~~Merger~~annually ~~under~~by three percent of the ~~HSR~~then-current ~~Act~~base rent, ~~assuming~~and ~~satisfaction~~(ii) oran ~~waiver~~initial ofannual ~~all~~base rent of approximately $2.6 million for Expansion Premises beginning on the ~~other~~Expansion ~~conditions~~Premises toRent Commencement Date, which amount will increase annually by three percent of the ~~Merger~~then-current base rent.

~~Forward-Looking~~The ~~Statements~~foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

~~Certain~~Item statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Merger and the ability to consummate the Merger9.01 ~~Forward-looking~~Financial ~~statements~~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~~Exhibits. 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 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. If 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 ended December 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 of the date thereof.

~~SIGNATURES~~(d) Exhibits. Exhibit 10.1 Second Amendment to Lease Agreement, dated March 11, 2020, by and between Ra Pharmaceuticals, Inc. and HCP/King 87 CPD LLC.

~~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.~~SIGNATURES

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

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: March 13, 2020	By:	/s/ David C. Lubner
		David C. Lubner
		Executive Vice President and Chief Financial Officer

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