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): June 22, 2018

ARMO BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38345	27-3454138
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

575 Chesapeake Drive Redwood City, CA 94063		94063
(Address of Principal Executive Offices)		(Zip Code)

(650) 779-5075

(Registrant’s Telephone Number, Including 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 (see General Instructions A.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))

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. ☒

INTRODUCTORY NOTE

As previously disclosed, on May 9, 2018, ARMO BioSciences, Inc. (“ARMO”), Eli Lilly and Company, an Indiana corporation (“Parent”), and Bluegill Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on May 23, 2018, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of ARMO common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $50.00 per share, without interest and less any applicable tax withholding.

The Offer expired as scheduled at one minute past 11:59 p.m., Eastern time, on June 21, 2018 (the “Expiration Date”) and was not extended. Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), advised Parent and the Purchaser that, as of the Expiration Date, a total of 27,542,054 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, which tendered Shares represented approximately 90.6% of the aggregate number of then issued and outstanding Shares. Accordingly, the Minimum Tender Condition is satisfied. Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.

Following consummation of the Offer, Parent completed its acquisition of ARMO by consummating the merger of Purchaser with and into ARMO (the “Merger”), without a meeting of stockholders of ARMO in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (“Delaware Law”), with ARMO surviving the merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”).

At the effective time of the Merger (the “Effective Time”), each Share then issued and outstanding (other than (i) Shares owned by ARMO immediately prior to the Effective Time, (ii) Shares owned by Lilly or Purchaser at the commencement of the Offer and owned by Lilly or Purchaser immediately prior to the Effective Time or (iii) Shares held by any stockholder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares) was automatically converted into the right to receive cash in an amount equal to the Offer Price, without interest and less any applicable tax withholding (the “Per Share Merger Consideration”). As a result of the Merger, ARMO became a wholly-owned subsidiary of Parent.

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder of any outstanding stock option (other than rights under ARMO’s 2018 Employee Stock Purchase Plan), each stock option that is outstanding, whether vested or unvested, was terminated and canceled and each holder of such stock option is entitled to receive an amount of cash determined by multiplying (i) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of Shares underlying such stock option by (ii) the number of Shares subject to such stock option.

The aggregate cash consideration paid by Parent in the Offer and Merger was approximately $1.6 billion, excluding related transaction fees and expenses. Parent and Purchaser funded the consideration paid to stockholders in the Offer and pursuant to the Merger through Parent’s cash on hand and borrowings at prevailing effective rates under Parent’s commercial paper program.

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to ARMO’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2018 and is incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meaning given to such terms in the Merger Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 22, 2018, ARMO (i) notified The Nasdaq Stock Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) suspend trading of the Shares and (y) 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”). ARMO intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of ARMO’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.03.

Material Modification to Rights of Security Holders.

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

Item 5.01.

Changes in Control of Registrant.

As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on June 22, 2018, a change in control of ARMO occurred and ARMO is now a wholly-owned subsidiary of Parent.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.

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, Peter Van Vlasselaer, Ph.D., Xiangmin Cui, Ph.D., Carl Gordon, Ph.D., Pierre Legault, Naiyer Rizvi, M.D., Beth Seidenberg, M.D. and Stella Xu, Ph.D. each resigned from his or her respective position as a member of the ARMO Board of Directors, and any committee thereof. These resignations were not a result of any disagreement between ARMO and the directors on any matter relating to ARMO’s operations, policies or practices. As of the Effective Time, Dr. Van Vlasselaer, Herb Cross and Joseph Leveque, M.D. each were removed as officers of ARMO by ARMO’s Board of Directors.

Following the Merger and pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time were Darren J. Carroll, Gordon J. Brooks, and Philip L. Johnson. The officers of Purchaser immediately prior to the Effective Time were Darren J. Carroll as President, Philip L. Johnson as Vice President and Treasurer, Bronwen Mantlo as Secretary and Katie Lodato as Vice President, Corporate Tax and Assistant Treasurer. Information regarding the new directors and executive officers has been previously disclosed in Schedule 1 of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent and Purchaser on May 23, 2018.

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, ARMO’s certificate of incorporation was amended and restated in its entirety. A copy of ARMO’s Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, ARMO’s bylaws were amended and restated in their entirety. A copy of ARMO’s amended and restated bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.

2.1		Agreement and Plan of Merger, by and between Eli Lilly and Company, Bluegill Acquisition Corporation and ARMO BioSciences, Inc., dated May 9, 2018 (incorporated by reference to Exhibit 2.1 to ARMO’s Current Report on Form 8-K filed with the SEC on May 10, 2018).

3.1		Amended and Restated Certificate of Incorporation of ARMO BioSciences, Inc., dated June 22, 2018.

3.2		Amended and Restated Bylaws of ARMO BioSciences, Inc., dated June 22, 2018.

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.

ARMO BIOSCIENCES, INC.

Date: June 22, 2018

/s/ Darren J. Carroll

Darren J. Carroll

President

ARMO BioSciences, Inc. 8-K