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): ~~August~~October 3113, 2022

FORMA THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39333

37-1657129

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Forma Therapeutics Holdings, Inc.

300 North Beacon Street, Suite 501

Watertown, Massachusetts 02472

(Address of principal executive offices, including zip code)

(617) 679-1970

(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 Instruction 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))

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

FMTX

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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~~INTRODUCTORY ~~1.01.~~NOTE ~~Entry into a Material Definitive Agreement.~~

OnAs ~~August 31,~~previously ~~2022,~~reported ~~Forma~~in ~~Therapeutics~~the ~~Holdings,~~Current ~~Inc.,~~Report aon ~~Delaware~~Form ~~corporation~~8-K ~~(the~~filed ~~“Company”~~with orthe ~~“Forma”), Novo Nordisk A/~~U.S,. aSecurities ~~Danish~~and ~~aktieselskab~~Exchange Commission (the “~~Parent~~SEC”) oron ~~“Novo~~September 1, ~~Nordisk”)~~2022, ~~and~~by ~~NNUS~~Forma ~~New~~Therapeutics ~~Dev~~Holdings, Inc., a Delaware corporation ~~and a wholly owned indirect subsidiary of Parent~~ (“~~Purchaser~~Forma”), Forma entered into an Agreement and Plan of Merger, dated August 31, 2022 (the “Merger Agreement”)~~. Pursuant to the Merger Agreement~~, ~~and~~with ~~upon~~Novo ~~the~~Nordisk ~~terms and subject to the conditions therein~~A/S, ~~Purchaser will commence~~ a ~~cash~~Danish ~~tender~~aktieselskab ~~offer~~ (~~the~~ “~~Offer~~Novo”), ~~to acquire all of the issued~~ and ~~outstanding~~NNUS ~~shares~~New ~~of the common stock~~Dev, ~~par value $0~~Inc.~~001 per share~~, ofa ~~the~~Delaware ~~Company~~corporation ~~(“Common~~and ~~Stock”) (other than Excluded Shares (as defined in the Merger Agreement)), at~~ a ~~price~~wholly ~~per~~owned ~~share~~indirect subsidiary of ~~$20.00,~~Novo ~~net to the seller in cash without interest~~ (~~the~~ “~~Offer Price~~Purchaser”) ~~and subject to any withholding of taxes required by applicable law~~. ~~The~~All ~~Offer~~capitalized ~~will~~terms ~~initially~~used ~~expire~~herein atand ~~one~~not ~~minute~~otherwise ~~after~~defined ~~11:59~~have ~~p.m. Eastern Time on~~ the ~~date~~meanings ~~that~~given isto 20such ~~business~~terms ~~days~~in ~~following~~ the ~~commencement~~Merger ~~of the Offer, subject to extension under certain circumstances~~Agreement.

~~Purchaser’s~~Pursuant ~~obligation~~ to ~~accept~~the ~~for~~Merger ~~payment~~Agreement, ~~shares~~upon ~~of Company Common Stock validly tendered pursuant to~~ the ~~Offer~~terms isand subject to the ~~satisfaction or waiver of certain~~ conditions ~~set forth in the Merger Agreement~~thereof, ~~including~~Purchaser ~~that~~commenced ~~(i) there be validly tendered and not validly withdrawn~~ a ~~number~~tender ofoffer ~~shares of Company Common Stock~~ (~~but~~the ~~excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been~~ “~~received~~Offer”~~, as defined by Section 251(h~~)~~(6)(f)~~ ofon ~~the DGCL)~~September 15, ~~together~~2022 ~~with~~to ~~the~~acquire ~~shares~~all of ~~Company Common Stock then owned by Parent or Purchaser, representing at least one share more than 50% of~~ the ~~then~~ outstanding shares of ~~Company~~common ~~Common~~stock ~~Stock; (ii) the waiting period (and extensions thereof) applicable to consummation~~ of ~~the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~Forma, as$0.001 ~~amended,~~par ~~has~~value ~~expired~~per orshare ~~been terminated;~~ (iii) there is no governmental entity of competent and applicable jurisdiction having enacted, issued, promulgated, enforced or entered any order or law that is in effect and restrains, enjoins or otherwise prohibits or makes illegal consummation of the ~~Offer or the Merger; (iv~~“Shares”) ~~the~~, ~~accuracy~~at ofan ~~the~~offer ~~representations~~price ~~and warranties~~ of ~~the~~$20.00 ~~Company~~per ~~contained in the Merger Agreement~~Share, ~~subject~~net to ~~customary thresholds and exceptions; (v)~~ the ~~Company’s~~seller ~~compliance~~ in ~~all~~cash, ~~material~~without ~~respects~~interest ~~with its covenants and agreements contained in the Merger Agreement;~~ (~~vi)~~ the ~~absence~~“Offer ~~of a Company Material Adverse Effect (as defined in the Merger Agreement~~Price”) and ~~(vii) other~~subject ~~customary~~to ~~conditions~~any ~~set~~withholding ~~forth in Annex I~~ of ~~the Merger Agreement~~taxes.

~~Following~~The ~~the~~Offer ~~consummation~~and ofrelated ~~the~~withdrawal ~~Offer~~rights expired at one minute after 11:59 p.m., ~~subject~~New toYork ~~the~~City ~~conditions~~time, ~~set~~on ~~forth~~October 13, in2022 (such date, the ~~Merger~~“Expiration ~~Agreement~~Date”). Computershare Trust Company, ~~and~~N.A., in ~~accordance~~its ~~with~~capacity as the ~~General~~depositary ~~Corporation~~for ~~Law~~the Offer, has advised that, as of the ~~State~~expiration of ~~Delaware (~~the ~~“DGCL”)~~Offer, ~~Purchaser~~43,837,986 ~~will~~Shares ~~merge~~were ~~with~~validly tendered and ~~into~~not validly withdrawn pursuant to the ~~Company~~Offer, ~~with~~representing approximately 91.5% of the ~~Company~~total asnumber of Shares outstanding at the ~~surviving~~time ~~corporation~~of inthe expiration of the ~~Merger~~Offer. The ~~Merger~~number ~~will~~of beShares ~~governed~~tendered bysatisfied ~~Section 251(h)~~the Minimum Condition. As the Minimum Condition and each of the ~~DGCL~~conditions of the Offer have been satisfied, ~~with~~Purchaser nohas ~~stockholder~~accepted ~~vote~~for ~~required~~payment toall ~~consummate~~Shares that were validly tendered and not validly withdrawn pursuant to the ~~Merger~~Offer.

~~Pursuant~~Following toconsummation of the ~~Merger~~Offer, ~~each~~the ~~issued~~remaining ~~and~~conditions ~~outstanding~~to ~~share~~the merger of ~~Company~~Purchaser ~~Common~~with ~~Stock~~and into Forma (~~other~~the ~~than~~“Merger”) ~~shares~~set forth in the Merger Agreement were satisfied, and on October 14, 2022, Novo completed its acquisition of ~~Company~~Forma ~~Common~~by ~~Stock~~consummating (the Merger without a~~) held~~ meeting of stockholders of Forma in ~~the~~accordance ~~treasury~~with Section 251(h) of the ~~Company~~Delaware General Corporation Law, ~~(b) that~~with Forma continuing as ofthe ~~immediately~~surviving ~~prior~~corporation to(the “Surviving Corporation”). At the effective time of the Merger, each outstanding Share (other than Shares (i) held in the “treasury of Forma, (ii) that as of immediately prior to the Effective Time”) were owned by ~~Parent~~Novo, any subsidiary of ~~Parent~~Novo (excluding Purchaser), any subsidiary of ~~the~~Forma ~~Company~~ or Purchaser, or (ciii) irrevocably accepted for payment in the Offer ~~will~~or be(iv) Shares ~~automatically~~held ~~canceled~~by a holder who is entitled to demand and properly exercises and perfects appraisal rights in accordance with Section 262 of the DGCL with respect to such Shares) were converted into the right to receive $20.00, in cash, without interest. As a result of the Merger, Forma became an indirect wholly owned subsidiary of Novo.

In addition, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, (i) each stock option of ~~the Company~~Forma, whether vested or unvested, that iswas outstanding and unexercised immediately prior to the Effective Time ~~shall~~was be cancelled and automatically converted into the right to receive for each ~~share~~Share ~~of Company Common Stock~~ underlying such ~~Company Option~~option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from ~~Parent~~Novo or the ~~surviving~~Surviving ~~corporation~~Corporation equal to the excess of the Merger Consideration ~~(as defined in the Merger Agreement)~~ over the per ~~share~~Share exercise price of such ~~Company Option~~option, (ii) each outstanding restricted stock unit of ~~the~~Forma ~~Company~~ that iswas outstanding immediately prior to the Effective Time, whether vested or unvested, ~~shall~~was be cancelled and automatically converted into the right to receive for each ~~share~~Share ~~of Company Common Stock~~ underlying such ~~Company~~restricted ~~RSU~~stock unit, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from ~~Parent~~Novo or the ~~surviving~~Surviving ~~corporation~~Corporation equal to the Merger Consideration, and (iii) each ~~Company~~Forma restricted stock award that iswas outstanding immediately prior to the Effective Time ~~shall~~was be cancelled and automatically converted into the right to receive for each ~~share~~Share ~~of Company Common Stock~~ underlying such ~~Company~~ restricted stock award, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from ~~Parent~~Novo or the ~~surviving~~Surviving ~~corporation~~Corporation equal to the Merger Consideration.

The foregoing description of the Merger Agreement ~~includes~~is ~~customary~~not ~~representations,~~complete ~~warranties~~ and ~~covenants~~is ofqualified ~~the~~in ~~Company,~~its ~~Parent~~entirety ~~and~~by ~~Purchaser~~reference ~~for~~to athe ~~transaction~~Merger ofAgreement, ~~this~~a ~~nature,~~copy ~~including~~of ~~covenants~~which ~~regarding~~is ~~the~~filed ~~operation~~as ofExhibit ~~the~~2.1 ~~Company~~to Forma’s ~~business~~Current ~~prior~~Report toon Form 8-K, filed with the ~~Effective~~SEC ~~Time~~on September 1, 2022, and is incorporated herein by reference.

The Company has agreed to customary restrictions on its ability to solicit alternative takeover proposals from third parties and engage in discussions or negotiations with third parties regarding takeover proposalsItem 1.02 ~~Notwithstanding~~Termination these restrictions, the Company may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to a bona fide, unsolicited takeover proposal that the Board of ~~Directors of the Company has determined constitutes or could reasonably be expected to result in~~ a ~~superior~~Material ~~proposal~~Definitive ~~(as such term is defined in the Merger~~ Agreement), ~~if failing to do so would be inconsistent with the Board’s fiduciary duties under applicable law.~~

~~The~~As ~~Merger~~previously ~~Agreement~~reported, ~~also~~on ~~provides~~July 26, ~~that~~2021, inForma ~~connection~~entered into a Sales Agreement (“Sales Agreement”) with ~~the~~SVB ~~termination~~Leerink ofLLC (the ~~Merger~~“Sales ~~Agreement~~Agent”) ~~under~~to ~~specified~~provide ~~circumstances~~for the offering, ~~including~~issuance ~~termination~~and bysale ~~the~~of ~~Company~~up to ~~accept~~an ~~and~~aggregate ~~enter~~amount ~~into~~of an$200.0 million ~~agreement~~of ~~with~~common ~~respect~~stock from time to atime ~~superior~~in ~~proposal~~“at-the-market” offerings, ~~the~~with ~~Company~~$150.0 million ~~will~~of becommon ~~required~~stock tocurrently ~~pay~~registered ~~Parent~~under aRegistration ~~termination~~Statement ~~fee~~on inForm S-3 with the ~~amount~~SEC, ofwhich ~~$34~~was automatically declared effective on July 26, 2021 (File No.5 ~~million~~333-258174), as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 on Form S-3 filed on March 1, 2022 (the “Registration Statement”), and subject to the limitations thereof.

~~The~~On ~~Company’s Board of Directors has unanimously (i)~~October ~~approved~~13, ~~adopted~~2022, ~~and~~in ~~declared~~connection ~~advisable~~with the Merger, ~~Agreement~~Forma ~~and~~provided ~~the~~written ~~transactions~~notice ~~contemplated~~to ~~thereby,~~SVB ~~including~~to terminate the ~~Offer~~Sales Agreement and ~~the~~all ~~Merger,~~applicable ~~(ii) determined~~commitments ~~that~~under the ~~transactions~~Sales ~~contemplated~~Agreement byeffective as of the ~~Merger~~Closing. ~~Agreement,~~Forma ~~including~~is ~~the~~not ~~Offer~~subject ~~and~~to ~~the~~any ~~Merger,~~termination ~~are~~penalties inrelated to the ~~best~~termination ~~interests~~ of the ~~Company~~Sales ~~and~~Agreement. ~~its~~Prior ~~stockholders~~to termination, ~~(iii) resolved~~no ~~that~~sales ~~the~~had ~~Merger~~been ~~Agreement~~made ~~and~~under the ~~Merger~~Sales ~~will~~Agreement beand ~~effected under Section~~$150.0 ~~251(h)~~million of ~~the~~Forma’s ~~DGCL,~~common ~~and~~stock ~~(iv) resolved,~~remained ~~subject~~available tofor ~~the~~sale ~~terms~~pursuant ofto the ~~Merger~~Sales Agreement,. toAs ~~recommend~~a ~~that~~result ~~the stockholders~~ of the ~~Company~~termination ~~accept~~of the ~~Offer~~Sales ~~and~~Agreement, ~~tender~~Forma ~~their~~will ~~shares~~not ofoffer ~~Company~~or ~~Common~~sell ~~Stock~~any toadditional ~~Purchaser~~shares ~~pursuant~~under to the ~~Offer~~Sales Agreement.

The foregoing description of the ~~Merger~~Sales Agreement is not complete and is qualified in its entirety by reference to the ~~Merger~~Sales Agreement, a copy of which is ~~attached~~filed as Exhibit 2.1.2 to ~~this~~the ~~report~~Registration ~~and~~Statement, ~~incorporated~~filed ~~herein~~with bythe ~~reference~~SEC on July 26, 2021.

~~The Merger Agreement and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~Item 2.01 ~~They~~Completion ~~are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as~~ of ~~specified~~Acquisition dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and are also qualified in important part by a confidential disclosure schedule delivered by the Company to Parent in connection with the Merger Agreement. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or ~~circumstances~~Disposition ~~described therein. Information concerning the subject matter~~ of ~~such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~Assets.

~~Tender~~The disclosures under the Introductory Note and ~~Support~~Item ~~Agreement~~3.01 are incorporated herein by reference.

~~In connection with the execution of the Merger Agreement, stockholders affiliated with RA Capital Management, L~~Item 3.~~P.,~~01 ~~solely~~Notice ~~in their respective capacities as stockholders~~ of ~~the~~Delisting ~~Company~~or ~~who~~Failure ~~collectively~~to ~~beneficially~~Satisfy ~~own approximately 19% of the outstanding shares of Common Stock of the Company, entered into~~ a ~~Tender~~Continued ~~and~~Listing ~~Support~~Rule ~~Agreement~~or ~~(the~~Standard; ~~“Tender~~Transfer ~~and Support Agreement”) with Parent and Purchaser. The Tender and Support Agreement provides, among other things, that each applicable stockholder will tender all~~ of ~~the shares of Common Stock held by such stockholder to Purchaser in the Offer and (if applicable) vote all of its shares of Common Stock in favor of the Merger~~Listing.

The ~~form of Tender and Support Agreement has been included to provide information regarding its terms. It is not intended to modify or supplement any factual~~ disclosures ~~about~~under the ~~applicable~~Introductory ~~stockholder~~Note orare ~~the~~incorporated ~~Company,~~herein ~~Parent or Purchaser in any public reports filed with the U.S. Securities and Exchange Commission (the “SEC”)~~ by ~~the Company, Parent or Purchaser~~reference.

~~The~~On ~~foregoing~~October 14, ~~description~~2022, Forma (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the ~~Tender~~consummation of the Merger and ~~Support~~(ii) requested ~~Agreement~~that ~~does~~Nasdaq ~~not~~(A) suspend ~~purport~~trading toof bethe ~~complete~~Shares effective before the opening of trading on October 14, 2022 and is(B) file ~~qualified~~with inthe ~~their~~SEC ~~entirety~~a byForm ~~reference~~25 Notification of Removal from Listing and/or Registration to delist and deregister the ~~full~~Shares ~~text~~under Section 12(b) of the ~~Tender~~Securities ~~and~~Exchange ~~Support~~Act ~~Agreement~~of 1934, ~~which~~as isamended ~~attached~~(the ~~hereto~~“Exchange asAct”). ~~Exhibit~~As 99a result, the Shares will no longer be listed on Nasdaq.1 Forma intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Forma’s reporting obligations under Sections 13 and is15(d) ~~incorporated~~of ~~herein~~the byExchange ~~reference~~Act.

Item 8 3.~~01.~~03 ~~Other~~Material ~~Information~~Modification to Rights of Security Holders.

OnThe ~~September 1,~~disclosures ~~the~~under ~~Company and Parent issued a joint press release announcing~~ the ~~execution~~Introductory ofNote, ~~the~~Item ~~Merger Agreement~~3.01, AItem ~~copy~~5.01 ofand ~~the~~Item ~~press~~5.03 ~~release~~are isincorporated ~~filed~~herein ~~herewith~~by ~~as Exhibit 99~~reference.2.

~~Cautionary~~Item 5.01 ~~Note~~Changes ~~Regarding~~in ~~Forward-Looking~~Control ~~Statements~~of Registrant.

~~This~~The ~~document~~disclosures ~~relates~~under ~~to Novo Nordisk, Forma and~~ the ~~acquisition~~Introductory ~~of Forma by Novo Nordisk and includes express or implied forward-looking statements about the proposed acquisition of Forma by Novo Nordisk~~Note, ~~etavopivat,~~Item ~~its therapeutic benefits and its regulatory development pathway~~3.01, ~~and~~Item ~~the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Novo Nordisk and Forma~~5.02 Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target,” variations of such words, and ~~similar~~Item ~~expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words~~5.03 ~~Examples of such forward-looking statements include, but~~ are ~~not~~incorporated ~~limited~~herein ~~to,~~by express or implied: statements regarding the business combination and related matters, closing conditions, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses; statements of targets, plans, objectives or goals for future operations, including those related to Novo Nordisk’s and Forma’s products, product research, product development, product introductions and product approvals as well as cooperation in relation thereto; statements containing projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures; statements regarding future economic performance, future actions and outcome of contingencies such as legal proceedings; and statements regarding the assumptions underlying or relating to such statementsreference.

~~These~~As ~~statements~~a ~~are~~result ~~based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number~~ of important factors, including those described in this document, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the ~~timing~~consummation of the ~~tender~~Offer ~~offer~~ and ~~merger; uncertainties as to how many of Forma’s stockholders will tender their stock in~~ the ~~offer; the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived~~Merger, ~~including~~there ~~that~~was a ~~governmental~~change ~~entity~~in ~~may~~control ~~prohibit, delay, or refuse to grant approval for the consummation~~ of ~~the transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of regulatory approvals or actions~~Forma, ~~if any; the possibility that the proposed transaction may not be completed in the time frame expected by Novo Nordisk~~ and ~~Forma~~Novo, oras ~~at all; failure to realize~~ the ~~anticipated~~indirect ~~benefits~~parent of ~~the proposed transaction in the time frame expected~~Purchaser, oracquired atcontrol ~~all; the effects~~ of ~~the~~Forma. ~~proposed~~To ~~transaction on relationships with employees, other business partners or governmental entities; potential adverse reactions or changes to business relationships resulting from~~ the ~~announcement~~knowledge ~~or completion~~ of ~~the proposed transaction; significant or unexpected costs~~Forma, ~~charges~~there orare ~~expenses~~no ~~resulting~~arrangements ~~from~~which ~~the~~may ~~proposed~~at ~~transaction;~~a ~~negative~~subsequent ~~effects~~date ofresult ~~this~~in ~~announcement~~a orfurther ~~the~~change ~~consummation~~in ofcontrol ~~the proposed acquisition on the market price~~ of ~~Novo Nordisk’s or~~ Forma’s. common stock and/or Novo Nordisk’s or Forma’s operating results; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations; delay or failure of projects related to research and/or development; unplanned loss of patents; interruptions of supplies and production, product

~~recalls,~~Item 5.02 ~~unexpected~~Departure ~~contract~~of ~~breaches~~Directors or ~~terminations;~~Certain ~~government-mandated or market-driven price decreases for Novo Nordisk’s or Forma’s products~~Officers; ~~introduction~~Election of ~~competing products~~Directors; ~~reliance~~Appointment on information technology; Novo Nordisk’s or Forma’s ability to successfully market current and new products; Novo Nordisk’s, Forma’s, and their collaborators’ ability to continue to conduct research and clinical programs; exposure to product liability and legal proceedings and investigations; changes in governmental laws and related interpretation thereof, including on reimbursement, intellectual property protection and regulatory controls on testing, approval, manufacturing and marketing; perceived or actual failure to adhere to ethical marketing practices; investments in and divestitures of ~~domestic~~Certain ~~and foreign companies~~Officers; ~~unexpected~~Compensatory ~~growth~~Arrangements ~~in costs and expenses; failure to recruit and retain the right employees; failure to maintain a culture~~ of ~~compliance;~~Certain and epidemics, pandemics or other public health crises and their impact on Novo Nordisk’s and Forma’s respective businesses, operations, supply chain, patient enrollment and retention, clinical trials, strategy, goals and anticipated milestonesOfficers. A more complete description of these and other material risks can be found in Novo Nordisk’s and Forma’s filings with the SEC, including annual reports on Form 20-F and Form 10-K, as applicable, for the year ended December 31, 2021 and other documents that may be filed from time to time with the SEC, as well as, the Schedule TO and related tender offer documents to be filed by Novo Nordisk and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Forma.

~~Any~~Pursuant ~~forward-looking~~to ~~statements~~the ~~speak~~Merger ~~only~~Agreement, as of the ~~date~~Effective ofTime, ~~this~~the ~~document~~directors and ~~are~~officers ~~made~~of ~~based~~Purchaser onimmediately ~~the~~prior ~~current~~to ~~beliefs~~the ~~and~~Effective ~~judgments~~Time ofbecame ~~Novo~~the ~~Nordisk’s~~directors and ~~Forma’s~~officers ~~management,~~of ~~and~~ the ~~reader~~Surviving isCorporation. ~~cautioned~~As ~~not~~of tothe ~~rely~~Effective onTime, ~~any~~Frank ~~forward-looking~~D. ~~statements~~Lee, ~~made~~Timothy byP. ~~Novo~~Clackson, ~~Nordisk~~Marsha orFanucci, ~~Forma~~Wayne A.I. ~~Unlisted~~Frederick, ~~factors~~Peter ~~may~~Kolchinsky, ~~present~~Arturo ~~significant~~Molina, ~~additional~~Thomas ~~obstacles~~G. toWiggans, ~~the~~and ~~realization~~Peter ofWirth ~~forward-looking~~each ~~statements.~~ceased ~~Unless~~to ~~required~~be bydirectors ~~law,~~of ~~neither~~Forma ~~Novo~~and ~~Nordisk~~members ~~nor~~of ~~Forma~~any iscommittee ~~under~~of noForma’s ~~duty~~board ~~and~~of ~~undertakes~~directors. noThese ~~obligation~~departures towere ~~update~~not ora ~~revise~~result of any ~~forward-looking~~disagreement ~~statement~~between ~~after~~Forma and the ~~distribution~~directors ofon ~~this~~any ~~document,~~matter ~~whether~~relating asto aForma’s ~~result of new information~~operations, ~~future~~policies ~~events~~ or ~~otherwise~~practices.

~~Additional~~The ~~Information~~directors of Purchaser immediately prior to the Effective Time were Steve Benz, Ulrich Christian Otte and ~~Where~~Thomas Haagen. The executive officer of Purchaser immediately prior to ~~Find~~the ItEffective Time was Ulrich Christian Otte.

~~The~~Information ~~tender~~regarding ~~offer~~the ~~referenced~~new indirectors ~~this document has not yet commenced. This document is for informational purposes only~~ and isexecutive ~~neither~~officers anhas ~~offer~~been topreviously ~~purchase~~disclosed ~~nor~~in aSchedule ~~solicitation~~A of ~~an offer to sell securities of Forma, nor is it a substitute for~~ the ~~tender offer materials that Forma, Parent or Purchaser will file with the SEC. The solicitation and offer to buy Forma stock will only be made pursuant to an~~ Offer to Purchase ~~and~~filed ~~related~~as ~~tender~~Exhibit ~~offer~~(a)(1)(A) ~~materials that Parent intends~~ to ~~file with~~ the ~~SEC. At the time the tender offer is commenced, Parent and Purchaser will file a~~ Tender Offer Statement on Schedule TO ~~and~~filed ~~thereafter~~by ~~Forma~~Novo ~~will~~and ~~file~~Purchaser ~~a Solicitation/Recommendation Statement on Schedule 14D-9~~ with the SEC ~~with~~on ~~respect to the tender offer. FORMA’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE~~September 15, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF FORMA SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase2022, ~~the~~as ~~related~~subsequently ~~Letter of Transmittal~~amended, ~~certain~~which ~~other~~is ~~tender~~incorporated ~~offer~~herein documents, as well as the Solicitation/Recommendation Statement will be made available to all stockholders of Forma at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by ~~contacting either Parent or Forma~~reference. Copies of the documents filed with the SEC by Forma will be available free of charge on Forma’s website at https://ir.formatherapeutics.com or by contacting Forma’s Investor Relations Department at 617-679-1970. Copies of the documents filed with the SEC by Parent will be available free of charge on Parent’s website at https://novonordisk.com/investors or by contacting Parent’s Investor Relations Department at +45 4444 8888.

InItem 5.03 ~~addition~~Amendments to ~~the~~Articles ~~Offer to Purchase, the related Letter~~ of ~~Transmittal~~Incorporation ~~and~~or ~~certain~~Bylaws; ~~other~~Change tender offer documents, as well as the Solicitation/Recommendation Statement, Forma files annual, quarterly and current reports and other information with the SEC and Parent files annual reports, reports of ~~foreign~~Fiscal ~~issuers and other information with the SEC~~Year. You may read and copy any reports or other information filed by Parent or Forma 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. Parent’s and Forma’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

~~Item~~Pursuant 9to the terms of the Merger Agreement, as of the Effective Time, Forma’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Third Amended and Restated Certificate of Incorporation”).~~01.~~ ~~Financial~~In ~~Statements~~addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Forma’s by-laws, as in effect immediately prior to the Effective Time, were amended and ~~Exhibits~~restated in their entirety (the “Second Amended and Restated By-Laws”).

Copies of the Third Amended and Restated Certificate of Incorporation and the Second 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 No.		Description
ExhibitNumber		Description
2.1*		Agreement and Plan of Merger, dated as of August 31, 2022, by and among Novo Nordisk A/S, NNUS New Dev, Inc. and Forma Therapeutics Holdings, Inc.
2.1		Agreement and Plan of Merger, dated August 31, 2022, by and among Forma Therapeutics Holdings, Inc., Novo Nordisk A/S, and NNUS New Research, Inc. (incorporated by reference to Exhibit 2.1 to Forma’s Current Report on Form 8-K filed with the SEC on September 1, 2022).*
99.1		Tender and Support Agreement, dated as of August 31, 2022 by and among Novo Nordisk A/S, NNUS New Dev, Inc. and certain Stockholders of Forma Therapeutics Holdings, Inc.
3.1		Third Amended and Restated Certificate of Incorporation, dated October 14, 2022.
99.2		Joint Press Release issued on September 1, 2022 by Novo Nordisk A/S and Forma Therapeutics Holdings, Inc.
3.2		Second Amended and Restated By-Laws, dated October 14, 2022.
104		Cover Page Interactive Data File ~~- the cover page XBRL tags are~~ (embedded within the Inline XBRL document.)

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The ~~Company~~registrant ~~hereby~~will ~~undertakes to~~ furnish ~~supplemental~~ copies of any ofsuch ~~the omitted~~ schedules ~~upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant~~ to ~~Rule 24b-2 of~~ the U.S. Securities and Exchange ~~Act~~Commission ofupon ~~1934 for any schedules so furnished~~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.

	FORMA THERAPEUTICS HOLDINGS, INC.
Date: September 1, 2022	By:	/s/ Jeannette Potts, Ph.D., J.D.
		Jeannette Potts, Ph.D., J.D. SVP, General Counsel


Forma Therapeutics Holdings, Inc.

By:		/s/ Ulrich Christian Otte
		Ulrich Christian Otte
		President

Dated: October 14, 2022

Filing Compare · Forma Therapeutics Holdings, Inc.