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): January 17 19, 2023

AVEO Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34655

04-3581650

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

30 Winter Street

Boston, Massachusetts

02108

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (857) 400-0101

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		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		AVEO		Nasdaq Capital 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 8 1.0102. ~~Other~~Termination ~~Events.~~of a Material Definitive Agreement.

AsOn ~~previously~~January 19, ~~disclosed~~2023, onin ~~October 18,~~connection ~~2022~~with the completion of the Merger (as defined below), AVEO Pharmaceuticals, Inc., a Delaware corporation (the “~~AVEO~~Company”), ~~entered~~prepaid ~~into~~in anfull ~~Agreement~~all amounts owing and ~~Plan~~terminated ofall ~~Merger~~lending (commitments under the ~~“Merger~~Amended ~~Agreement”)~~and ~~with~~Restated LGLoan ~~Chem,~~and ~~Ltd.~~Security Agreement, adated ~~corporation~~as ~~organized~~of ~~and~~December 28, ~~existing~~2017, ~~under~~among the ~~laws~~Company, certain subsidiaries of the ~~Republic~~Company ofparty ~~Korea~~thereto ~~(“LG~~as ~~Chem”)~~borrowers, the several banks and ~~Acacia~~other ~~Acquisition~~financial ~~Sub~~institutions or entities party thereto as lenders and Hercules Capital, Inc., aas ~~Delaware~~administrative ~~corporation~~agent and acollateral ~~wholly~~agent ~~owned~~for ~~subsidiary~~itself ofand LGa ~~Chem~~lender (~~“Merger~~as ~~Sub”)~~supplemented, ~~pursuant~~amended toor ~~and~~otherwise ~~subject~~modified tofrom ~~the~~time ~~terms~~to ~~and~~time, ~~conditions~~the of“Loan ~~which~~Agreement”). ~~Merger~~In ~~Sub~~connection ~~will~~with bethe ~~merged~~repayment ~~with~~ and ~~into~~termination ~~AVEO,~~of ~~with~~the ~~AVEO~~Loan ~~surviving~~Agreement, the ~~merger~~Company aspaid anend ~~indirect~~of ~~wholly~~term ~~owned~~and ~~subsidiary~~prepayment ofcharges LGequal ~~Chem~~to ~~(the “Merger”)~~$3,180,000.

~~Also~~Item as2.01. ~~previously~~Completion ~~disclosed, on December 1, 2022, each~~ of ~~AVEO~~Acquisition ~~and~~or LGDisposition Chem received a notice from the Committee on Foreign Investment in the United States (“CFIUS”) indicating that the joint voluntary notice submitted by AVEO and LG Chem on November 25, 2022 had been accepted for review, with December 1, 2022 constituting the first day of ~~the 45-day initial review period, which would expire on January 17, 2023~~Assets.

On January 1719, 2023, the ~~parties~~Company ~~received~~completed ~~written~~its ~~notice~~merger ~~from~~with ~~CFIUS~~Acacia ~~that~~Acquisition itSub, ~~had~~Inc. ~~determined~~(“Merger ~~that~~Sub”), ~~there~~a ~~were~~Delaware nocorporation ~~unresolved~~and ~~national~~an ~~security~~indirect ~~concerns~~wholly ~~regarding~~owned subsidiary of LG Chem, Ltd., a corporation organized and existing under the ~~transaction~~laws of the Republic of Korea (“LG Chem”), whereby Merger Sub merged with and ~~that~~into itthe ~~had~~Company, ~~concluded~~with ~~action~~the ~~under~~Company ~~Section 721~~continuing as the surviving corporation and an indirect wholly owned subsidiary of LG Chem (the ~~Defense~~“Merger”). ~~Production~~The ~~Act~~Merger was effected pursuant to an Agreement and Plan of ~~1950~~Merger, dated as ~~amended~~of October 18, ~~thereby~~2022, ~~clearing~~among the ~~transaction~~Company, ~~contemplated~~LG byChem, and Merger Sub (the “Merger Agreement”).

~~All~~Pursuant ~~required~~to ~~regulatory~~the ~~approvals~~Merger toAgreement, ~~complete~~at the effective time of the Merger ~~have~~(the ~~now~~“Effective ~~been~~Time”), ~~received~~each share of common stock, par value $0.001 ~~The~~per ~~closing~~share, of the ~~Merger~~Company is(the ~~expected~~“Company toCommon ~~occur~~Stock” onand ~~January 19~~such shares, ~~2023~~collectively, ~~subject~~the “Shares”) outstanding immediately prior to the ~~satisfaction~~Effective Time (other than any Shares (i) held by the Company as treasury stock or ~~waiver~~owned by LG Chem or Merger Sub, (ii) held by any wholly-owned subsidiary of the ~~remaining~~Company ~~customary~~or ~~closing~~LG ~~conditions~~Chem ~~set~~(other ~~forth~~than Merger Sub) or (iii) as to which appraisal rights have been properly exercised, and not effectively withdrawn, in accordance with the ~~Merger~~Delaware ~~Agreement~~General ~~that~~Corporation byLaw) ~~their~~was ~~nature~~converted ~~are~~into the right to bereceive ~~satisfied~~$15.00 atper Share in cash, without interest (the ~~closing~~“Merger Consideration”), and each former holder of such Shares ceased to have any rights with respect thereto, except the right to receive the Merger Consideration.

~~Cautionary~~Immediately ~~Note~~prior ~~Regarding~~to ~~Forward-Looking~~the ~~Statements~~Effective Time, each Company stock option outstanding immediately prior to the Effective Time vested in full and was cancelled and converted into the right to receive an amount in cash equal to the product of the excess, if any, of the Merger Consideration over the exercise price of such stock option and the number of Shares underlying such option, less any applicable withholding taxes.

~~This~~The ~~communication~~aggregate ~~contains~~consideration ~~forward-looking~~paid statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. These forward-looking statements generally include statements that are predictive in nature and depend on or refer to future events or conditions, and include words such as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions. By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by ~~these forward-looking statements. Forward-looking statements include, among other things, statements about the potential benefits of the proposed acquisition of AVEO by~~ LG Chem ~~(the~~to ~~“proposed~~acquire ~~transaction”);~~ the ~~likelihood~~Shares ~~of proposed stockholders bringing additional actions against AVEO~~ and~~/or~~ ~~members~~settle ofthe ~~its~~Company ~~board~~stock ofoptions ~~directors~~ in ~~connection with~~ the ~~proposed~~Merger ~~transaction;~~was ~~the~~approximately ~~ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing~~$570,600,000.

~~These~~The ~~statements~~Company’s ~~are~~definitive ~~not~~proxy ~~guarantees of future performance and they involve certain risks~~statement, ~~uncertainties~~filed ~~and~~with ~~assumptions~~the ~~that~~Securities ~~are difficult to predict. We caution you that actual outcomes~~ and ~~results~~Exchange ~~may~~Commission ~~differ~~(“SEC”) ~~materially~~on ~~from what is expressed~~November 25, ~~implied or forecasted by our forward-looking statements. There can be no guarantee that the proposed transaction will be completed~~2022, ~~or that it will be completed~~ as ~~currently~~supplemented ~~proposed,~~on ~~or at any particular time. Neither can there be any guarantee that AVEO will achieve any particular future financial results. In particular~~December 23, ~~our~~2022 ~~expectations could be affected by, among other things:~~ (the ~~risk~~“Proxy that the proposed transaction may not be completed in a timely manner or at all; the possibility that competing offers or acquisition proposals for AVEO will be made; the possibility that required regulatoryStatement”), ~~stockholder~~contains oradditional ~~other~~information ~~approvals~~about ~~or other conditions to~~ the ~~consummation~~Merger ~~of proposed transaction may not be satisfied on a timely basis or at all (~~and the ~~risk~~Merger that such approvals may result in the imposition of conditions that could adversely affect LG Chem or AVEO or the expected benefits of the proposed transaction); regulatory actions or delays or government regulation generallyAgreement, including ~~potential~~information ~~regulatory~~concerning ~~actions or delays relating to~~ the ~~completion~~interests of ~~the potential transaction; the occurrence of any event~~directors, ~~change~~executive orofficers ~~other circumstance that could give rise to the right of LG Chem or AVEO to terminate the definitive merger agreement governing the terms~~ and ~~conditions~~affiliates of the ~~proposed~~Company ~~transaction;~~in ~~effects of~~ the ~~announcement,~~Merger. pendency or consummation of the proposed transaction on AVEO’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; risks related to the diversion of management’s attention from ongoing business operations and opportunities;

~~the~~The ~~risk~~foregoing ~~that~~description ~~stockholder~~of ~~litigation in connection with~~ the ~~proposed~~Merger ~~transaction may result in significant costs of defense, indemnification~~ and ~~liability;~~ the ~~possibility~~Merger ~~that~~Agreement ~~the~~does ~~proposed~~not ~~transaction~~purport ~~may~~to be ~~more expensive to~~ complete ~~than anticipated, including as a result of unexpected factors or events;~~ and ~~other~~is ~~risks~~qualified ~~and~~in ~~factors~~its ~~referred~~entirety toby ~~from~~reference ~~time~~ to ~~time~~the infull ~~AVEO’s~~text ~~filings~~of ~~with~~ the ~~Securities~~Merger ~~and Exchange Commission~~Agreement, ~~including~~which ~~AVEO’s~~was ~~Annual~~filed ~~Report~~as onExhibit ~~Form~~2.1 ~~10-K~~to ~~for~~ the ~~year~~Current ~~ended~~Report ~~December 31, 2021 and subsequent Quarterly Reports~~ on Form 108-Q,K ~~including~~filed ~~those~~by ~~related to~~ the ~~uncertainties~~Company ~~inherent~~with in the ~~research~~SEC ~~and~~on ~~development of new and existing healthcare products~~October 18, ~~including clinical and regulatory developments and additional analysis of existing clinical data; our ability to obtain or maintain proprietary intellectual property protection; safety~~2022, ~~quality or manufacturing issues or delays; changes in expected or existing competition;~~ and domestic and global trends toward health care cost containment, including government, payor and general public pricing and reimbursement pressures. The effects of the COVID-19 pandemic may give rise to risks that are currently unknown or amplify the risks associated with many of these factors. AVEO is ~~providing~~incorporated ~~the~~by ~~information~~reference ininto this ~~communication~~Item ~~as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise~~2.01.

Item 3.01.

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

On January 19, 2023, in connection with the Merger, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed, and requested that trading of shares of the Company Common Stock on Nasdaq suspended following the Effective Time after the close of trading on January 19, 2023. In addition, on January 19, 2023, the Company requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the shares of the Company Common Stock from Nasdaq.

Additionally, the Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the Company Common Stock, requesting that such stock be deregistered under the Exchange Act, and that the reporting obligations of the Company with respect to the Company Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

The information set forth in Items 2.01 and 5.01 is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

As a result of the Merger, a change of control of the Company occurred and LG Chem Life Sciences Innovation Center, Inc., a Delaware corporation and wholly-owned subsidiary of LG Chem, became the sole stockholder of the Company. LG Chem funded the acquisition through the use of cash on hand. The information set forth in Items 2.01, 5.02 and 5.03 is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

The information set forth in Items 2.01 and 5.01 is incorporated by reference into this Item 5.02. Pursuant to the Merger Agreement, on January 19, 2023, at the Effective Time, (i) each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company (the “Board”) and from all committees of the Board on which such director served and (ii) Jaywin Lee became the sole member of the Board.

At the Effective Time, each of Michael Bailey, Michael Ferraresso, Jebediah Ledell and Erick Lucera was appointed as an executive officer of the surviving corporation. There were no changes to the titles of Mssrs. Bailey, Ferraresso, Ledell or Lucera. Mr. Lucera will serve as the Company’s Chief Financial Officer during a temporary transition period, following which a new Chief Financial Officer is expected to be appointed.

Item 5.03.

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

The information set forth in Item 2.01 is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, as of the Effective Time, the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.

In addition, as of the Effective Time, in accordance with the Merger Agreement, the second amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Bylaws”). The Bylaws, as so amended and restated, are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

Item 7.01.

Other Events.

On January 19, 2023, LG Chem, issued a press release announcing the completion of the Merger (the “Press Release”), a copy of which is filed herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated October 18, 2022, by and among AVEO Pharmaceuticals, Inc., LG Chem, Ltd. and Acacia Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 18, 2022)*

3.1		Amended and Restated Certificate of Incorporation of AVEO Pharmaceuticals, Inc.

3.2		Amended and Restated Bylaws of AVEO Pharmaceuticals, Inc.

99.1		Press Release, dated January 19, 2023 issued by LG Chem, Ltd.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its 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.

AVEO Pharmaceuticals, Inc.

Date: January 18, 2023

/s/ Michael Bailey

Date: January 19, 2023

/s/ Michael Bailey

Michael Bailey

President and Chief Executive Officer

Filing Compare · AVEO PHARMACEUTICALS, INC.