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): ~~October~~ 2December 22, 2023

POINT BIOPHARMA GLOBAL INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-39311~~	001-39373	~~85-0800493~~	85-0800493
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
4850 West 78th Street Indianapolis, IN		46268
(Address of Principal Executive Offices)		(Zip Code)


4850 West 78^th Street
Indianapolis, IN		46268
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 317 543-9957

N/A

(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, $0.0001 Par Value Per Share

PNT

The 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 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. ¨☐

~~Item~~INTRODUCTORY ~~1.01~~NOTE ~~Entry into a Material Definitive Agreement.~~

As previously reported in the Current Report on Form 8-K filed on October 3, 2023, with the U.S. Securities and Exchange Commission (the “SEC”), POINT Biopharma Global Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of October 2, 2023 (the “Merger Agreement”), with Eli Lilly and Company, an Indiana corporation (“Parent”) and Yosemite Falls Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

OnPursuant ~~October 2,~~to 2023, Eli Lilly and Company, an Indiana corporation (“Parent”), Yosemite Falls Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and POINT Biopharma Global Inc., a Delaware corporation (the ~~“Company”), entered into an Agreement and Plan of~~ Merger ~~(the “Merger~~ Agreement~~”).~~, ~~The~~on ~~Merger Agreement provides that~~October 13, ~~subject to the terms of the Merger Agreement~~2023, Merger Sub ~~will~~commenced ~~commence~~ a cash tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”), at a price of $12.50 per share (the “Offer Price”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in the Merger Agreement.

~~Consummation~~At of5:00 ~~the~~p.m., ~~Offer~~Eastern ~~is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement~~Time, ~~including~~on ~~(a)~~December ~~there~~22, ~~shall~~2023 ~~have been validly tendered in~~ (the ~~Offer~~“Expiration ~~(and not properly withdrawn~~Time”), ~~prior to~~ the ~~expiration of the~~ Offer ~~that~~expired ~~number~~and ofwas ~~Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have~~ not ~~yet~~further ~~been~~extended. ~~“received”~~Computershare byTrust ~~the~~Company, ~~“depository~~N.A.,” asthe ~~such~~depositary ~~terms~~and ~~are~~paying ~~defined~~agent byfor ~~Section 251(h) of~~ the ~~General~~Offer, ~~Corporation~~advised ~~Law~~Merger ofSub ~~the~~that, ~~State~~as of ~~Delaware (~~the ~~“DGCL”))~~Expiration ~~that~~Time, ~~when~~a ~~added~~total toof ~~the~~ 72,788,215 Shares ~~then~~were ~~owned by~~validly ~~Parent,~~tendered ~~Merger~~and ~~Sub~~not orproperly ~~any~~withdrawn ~~subsidiary~~pursuant ofto ~~Parent~~the Offer, ~~would~~representing ~~represent~~approximately at67.97% ~~least a majority~~ of the Shares issued and outstanding as of ~~immediately following~~ the ~~consummation~~expiration of the Offer,. ~~(b) the~~The ~~expiration~~number orof ~~termination~~Shares oftendered satisfied the ~~waiting~~Minimum ~~period~~Tender ~~under~~Condition. As the ~~Hart-Scott-Rodino~~Minimum ~~Antitrust~~Tender ~~Improvements Act~~Condition ofand ~~1976,~~each asof ~~amended, (c)~~ the ~~accuracy~~other conditions of the ~~Company’s~~Offer ~~representations~~were ~~and~~satisfied, ~~warranties~~on ~~contained~~December 26, in2023 ~~the~~ Merger ~~Agreement (except,~~Sub ~~generally,~~accepted for ~~any~~payment ~~inaccuracies~~the Shares that ~~have~~were ~~not~~validly ~~had~~tendered aand ~~Company~~not ~~Material~~properly ~~Adverse~~withdrawn ~~Effect~~pursuant ~~(as~~to ~~defined in~~ the ~~Merger~~Offer ~~Agreement)),~~prior ~~(d)~~ to the ~~Company’s~~ ~~performance~~Expiration inTime. ~~all~~Parent ~~material~~has ~~respects~~transmitted ofpayment ~~its~~for ~~obligations~~such ~~under~~Shares to the ~~Merger~~depositary ~~Agreement,~~and ~~(e) consent~~paying byagent, ~~the~~which ~~U.S.~~will ~~Nuclear Regulatory~~disburse ~~Commission of~~ the ~~indirect~~Offer ~~transfer~~Price ~~of control with respect~~ to ~~the~~tendering Company ~~and~~stockholders ~~(f) the~~whose ~~other~~Shares ~~conditions~~have ~~set~~been ~~forth~~accepted infor ~~Exhibit A to~~payment ~~the~~in ~~Merger~~accordance ~~Agreement.~~with ~~The~~the ~~consummation~~terms of the Offer ~~and Merger is not subject to a financing condition~~.

~~The~~Following ~~Merger~~consummation ~~Agreement~~of ~~provides~~the ~~that~~Offer, ~~Merger~~on ~~Sub~~December 27, ~~will~~2023, ~~commence~~Parent ~~the~~completed ~~Offer no~~its ~~later~~acquisition ~~than~~of 10the ~~business~~Company ~~days~~pursuant ~~after~~to the ~~date~~terms of the Merger Agreement. ~~The~~through ~~Offer~~the ~~will~~merger ~~expire~~of atMerger ~~one~~Sub ~~minute~~with ~~after~~and ~~11:59~~into ~~p.m.,~~the ~~Eastern time~~Company, on ~~the~~and ~~date~~without ~~that~~a ismeeting 20of ~~business~~stockholders ~~days following the commencement date~~ of the ~~Offer,~~Company ~~unless extended~~ in accordance with ~~the~~Section 251(h) ~~terms~~ of the ~~Offer~~ ~~and~~DGCL, with the ~~Merger~~Company ~~Agreement~~surviving ~~and~~as ~~the~~a ~~applicable~~wholly-owned ~~rules and~~subsidiary ~~regulations~~ of ~~the~~Parent ~~U.S. Securities and Exchange Commission~~ (the “~~SEC~~Merger”).

~~Following consummation of the Offer, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).~~ In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) that iswas not tendered and accepted pursuant to the Offer (other than the Shares owned by the Company or any subsidiary of the Company, Shares held by Parent, Merger Sub or any other subsidiary of Parent, and Shares as to which appraisal rights have been perfected in accordance with applicable law) ~~will~~was be canceled and converted into the right to receive the Offer Price in cash and without interest, less any applicable tax withholding. Prior to the Effective Time, each Company stock option that iswas ~~then~~ outstanding but not then vested or exercisable ~~shall become~~was immediately vested and became exercisable in full. At the Effective Time, each Company stock option that ~~has~~had an exercise price less than the Offer Price ~~will~~was be canceled and converted into the right to receive, for each Share underlying such Company stock option, an amount in cash without interest equal to the difference between the Offer Price and the applicable per share exercise price, less any applicable tax withholding. At the Effective Time, each Company stock option that ~~has~~had an exercise price equal to or greater than the Offer Price ~~will~~ bewas canceled for no consideration. At the Effective Time, each Company performance stock unit ~~will~~was be canceled and converted into the right to receive, for each Share underlying such Company performance stock unit, an amount in cash without interest equal to the Offer Price, less any applicable tax withholding, which replacement cash award will vest and be payable at the same time as the Company performance stock unit would have vested pursuant to its terms.

The ~~board~~foregoing ofdescription ~~directors~~ of the ~~Company (the “Board”) has unanimously (i) determined that the~~ Offer, the Merger, ~~the Merger Agreement~~ and the ~~other transactions contemplated by the~~ Merger Agreement ~~(collectively,~~is ~~the~~not ~~“Transactions”)~~complete ~~are~~and ~~fair~~is ~~to,~~qualified ~~and~~ in ~~the~~its ~~best~~entirety ~~interests of, the Company and the stockholders of the Company, (ii) approved and declared advisable the Merger, the execution, delivery and performance~~ by ~~the~~reference ~~Company of~~to the Merger Agreement ~~and the consummation of the Transactions~~, ~~(iii) resolved~~a ~~that~~copy ~~the Merger Agreement and the Merger will be governed by Section 251(h)~~ of ~~the~~which ~~DGCL~~was ~~and~~filed ~~that the Merger will be consummated~~ as ~~soon~~Exhibit as2.1 ~~practicable~~to ~~following~~ the ~~consummation of~~Company’s ~~the~~Current ~~Offer~~Report ~~without~~on aForm ~~stockholders’ meeting and (iv) resolved~~8-K, ~~subject~~filed towith the ~~terms~~SEC ~~and~~on ~~conditions~~October 3, ~~of the Merger Agreement~~2023, to ~~recommend that all stockholders of the Company accept the Offer~~ and ~~tender~~is ~~their~~incorporated ~~Shares~~herein ~~pursuant~~by ~~to the Offer~~reference.

~~The Merger Agreement contains customary representations and warranties by Parent, Merger Sub and the Company~~Item 1.02 ~~The~~Termination ~~Merger Agreement also contains customary covenants and agreements, including with respect to the operations~~ of ~~the~~a ~~business~~Material ofDefinitive ~~the Company between signing and closing, governmental filings and approvals and other matters~~Agreement.

~~The~~On ~~Merger~~December 27, Agreement contains customary non-solicitation restrictions prohibiting the Company’s solicitation alternative business combination transactions and restricts the Company’s ability to furnish non-public information to2023, ~~or participate~~ in ~~any~~connection ~~discussions or negotiations~~ with, ~~any third party with respect to any such transaction, subject to customary exceptions in~~ the ~~event~~consummation of anthe ~~acquisition~~Merger ~~proposal~~and ~~that~~effective ~~was~~as ~~not solicited in material violation~~ of ~~these~~the ~~restrictions and~~Effective ~~that~~Time, the Company’s ~~board~~terminated ofthe ~~directors~~POINT ~~determines~~Biopharma ~~constitutes~~Global orInc. ~~could~~2020 ~~reasonably~~Equity beIncentive ~~expected~~Plan toand ~~lead~~the toPOINT aBiopharma ~~Superior~~Global ~~Company~~Inc. ~~Proposal (as~~2021 ~~defined~~Equity inIncentive ~~the Merger Agreement)~~Plan.

The Merger Agreement contains termination rights for each of Parent, Merger Sub and the Company including by either Parent or the Company if the Offer Closing Time (as defined in the Merger Agreement) shall not have occurred on or before JulyItem 2,.01 ~~2024,~~Completion ~~or by the Company to enter into an alternative transaction that constitutes a Superior Company Proposal, and further provides that, upon termination~~ of ~~the~~Acquisition ~~Merger~~or ~~Agreement~~Disposition ~~under specified circumstances, the Company may be required to pay Parent a termination fee~~ of ~~approximately $54 million~~Assets.

~~A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.~~ The ~~foregoing~~disclosures ~~description~~under of the ~~Merger~~Introductory ~~Agreement~~Note ~~does not purport to be complete and is qualified in its entirety by reference to the full text~~ of ~~the~~this ~~Merger~~Current ~~Agreement.~~Report ~~The~~on ~~Merger~~Form ~~Agreement~~8-K has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Parent. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are ~~qualified~~incorporated byherein ~~information in confidential disclosure schedules provided~~ by ~~the parties thereto in connection with the signing of the Merger Agreement~~reference. These disclosure schedules include information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Merger Sub and Parent, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Merger Sub or Parent.

~~Tender~~Item 3.01 ~~and~~Notice ~~Support~~of ~~Agreements~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 2, 2023, in connection with the Merger Agreement, each of Joe A. McCann, Allan Charles Silber, and Neil E. Fleshner (collectively, the “Supporting Stockholders”), in each case, in his capacity as a stockholder of the Company and who, collectively, beneficially own approximately 15% of the outstanding Shares, entered into a Tender and Support Agreement (together, the “Tender and Support Agreements”) with Parent and Merger Sub. The ~~Tender~~disclosures ~~and~~under ~~Support Agreements provide, among other things, that each of~~ the ~~Supporting~~Introductory ~~Stockholders~~Note ~~will~~are ~~tender~~incorporated ~~all of~~herein ~~the Shares held~~ by ~~such Supporting Stockholder, as applicable, in the Offer~~reference.

~~The~~On ~~Tender~~December 22, 2023, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the anticipated consummation of the Merger and ~~Support~~(ii) requested ~~Agreements~~that ~~have~~Nasdaq ~~been~~(A) halt ~~included~~trading toof ~~provide~~the ~~information regarding~~Shares ~~their~~effective ~~terms~~as of 8:00 p.m., ItEastern isTime, ~~not~~on ~~intended~~December 26, to2023, ~~modify~~and, or(B) following ~~supplement~~the ~~any~~Effective ~~factual~~Time, ~~disclosures~~file ~~about~~with the ~~applicable~~SEC ~~Supporting~~a ~~Stockholder~~ Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the ~~Company~~Shares under Section 12(b) of the Securities Exchange Act of 1934, ~~Parent~~as oramended ~~Merger~~(the ~~Sub~~“Exchange inAct”). ~~any~~The ~~public~~Company ~~reports~~also ~~filed~~intends to file with the SEC bya Certification and Notice of Termination of Registration on Form 15 under the ~~Company~~Exchange Act, ~~Parent~~requesting orthe ~~Merger~~termination ~~Sub~~of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~The~~Item 3.03 ~~foregoing~~Material ~~description~~Modification ~~of the Tender and Support Agreements does not purport~~ to beRights ~~complete and is qualified in their entirety by reference to the full text~~ of ~~each~~Security ~~of the Tender and Support Agreements, which are attached hereto as Exhibits 99~~Holders.1, ~~99.2 and 99.3 and are incorporated herein by reference.~~

The disclosures under the Introductory Note, Item 82.01, ~~Other~~Item ~~Events~~3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

~~On October~~Item 3,5.01 ~~2023,~~Changes ~~the~~in ~~Company~~Control ~~and Parent issued a joint press release announcing the execution~~ of ~~the Merger Agreement~~Registrant. ~~A copy of the press release is attached as Exhibit 99.4 to this Current Report on Form 8-K.~~

~~Additional~~The ~~Information~~disclosures under the Introductory Note, Item 2.01, Item 5.02 and ~~Where~~Item to5.03 ~~Find~~of Itthis Current Report on Form 8-K are incorporated herein by reference.

~~The Offer~~As ~~for the outstanding Shares described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor~~ a ~~solicitation~~result of ~~an offer to sell any securities, nor is it a substitute for~~ the ~~Offer~~consummation ~~materials that Parent and Merger Sub will file with the SEC upon commencement~~ of the Offer. ~~A solicitation~~ and ~~offer to buy outstanding Shares will only be made pursuant to~~ the ~~Offer materials that Parent and~~ Merger ~~Sub intend to file with the SEC. At the time the Offer is commenced~~, ~~Parent~~ ~~and~~there ~~Merger~~was ~~Sub will file Offer materials on Schedule TO, and the Company will file~~ a ~~Solicitation/Recommendation Statement~~change onin ~~Schedule~~control ~~14D-9~~of ~~with~~ the ~~SEC with~~ ~~respect to the Offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE~~Company, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES IN THE OFFER. The Offer materials (including the Offer to Purchase and ~~the related Letter of Transmittal)~~Parent, as ~~well as~~ the ~~Solicitation/Recommendation Statement,~~parent ~~will~~of beMerger ~~made~~Sub, ~~available~~acquired tocontrol ~~all stockholders~~ of the Company. atThe noOffer ~~expense~~Price towas ~~them~~funded atthrough Parent’s ~~website~~cash aton ~~investor.lilly.com and~~hand ~~(once they become available) will be mailed to the stockholders of the Company free of charge. Free copies of these materials~~ and ~~certain~~ ~~other~~borrowings ~~offering documents will be made available by the Company by mail to POINT Biopharma Global Inc., 4850 West 78th Street, Indianapolis, IN 46268, Attention: Investor Relations, by email~~ at ~~investors@pointbiopharma.com,~~prevailing ormarket byinterest ~~directing~~rates ~~requests~~under ~~for such materials to the information agent for the offer, which will be named in the tender offer materials. The information contained in, or that can be accessed through,~~ Parent’s ~~website~~commercial ispaper ~~not a part of, or incorporated by reference into, this communication~~program. ~~The~~To ~~Offer materials (including~~ the ~~Offer to~~knowledge ~~Purchase and the related Letter~~ of ~~Transmittal), as well as~~ the ~~Solicitation/Recommendation Statement~~Company, ~~will~~there ~~also~~are beno ~~made~~arrangements ~~available for~~which ~~free~~may ~~on the SEC’s website~~ at ~~www.sec.gov. In~~ ~~addition~~a tosubsequent ~~the~~date ~~Offer~~result toin ~~Purchase,~~a ~~the~~further ~~related~~change ~~Letter~~in control of ~~Transmittal and certain other Offer documents, as well as~~ the ~~Solicitation/Recommendation Statement, Parent and the~~ Company ~~file annual, quarterly, and current reports, proxy statements and other information with the SEC~~. ~~You may read any reports, statements or other information filed by Parent and the Company with the SEC for free on the SEC’s website at www.sec.gov.~~

~~Forward~~Item 5.02 ~~Looking~~Departure ~~Statements~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~Pursuant ~~Form 8-K~~to ~~contains~~the ~~forward-looking~~Merger ~~statements~~Agreement, ~~related~~as toof the ~~Company,~~ ~~Parent~~Effective ~~and~~Time, the ~~proposed~~directors ~~Transactions~~of ~~that~~Merger ~~involve~~Sub ~~substantial~~immediately ~~risks~~prior ~~and~~to ~~uncertainties.~~the ~~Forward-looking~~Effective ~~statements~~Time ~~include~~became ~~any statements~~the ~~containing~~directors of the ~~words~~Surviving ~~“anticipate,”~~Corporation. ~~“believe,”~~The ~~“estimate,”~~directors ~~“expect,”~~of ~~“intend”,~~ Merger ~~“goal,”~~Sub ~~“may”,~~immediately ~~“might,”~~prior ~~“plan,”~~to ~~“predict,”~~the ~~“project,”~~Effective ~~“seek,”~~ Time ~~“target,”~~were ~~“potential,”~~Gordon ~~“will,”~~J. ~~“would~~Brooks,” ~~“could,”~~Phillip ~~“should,”~~L. ~~“continue”~~ Johnson and ~~similar~~Michael ~~expressions~~C. InThompson. ~~this~~As ~~Form 8-K,~~of the ~~Company’s~~Effective ~~forward-looking~~Time, ~~statements~~Neil ~~include~~Fleshner, ~~statements~~Jonathan ~~about~~Goodman, ~~the~~Gerry ~~parties’ ability~~Hogue, toDavid ~~satisfy~~Lubner, ~~the~~Rajesh ~~conditions~~Malik, toBridget ~~the~~Martell, ~~consummation~~Yael ofMargolin, ~~the~~Joe ~~Offer~~McCann and ~~the~~Allan ~~other~~Silber ~~conditions~~each ceased to ~~the~~be ~~consummation~~directors of the ~~Transactions;~~Company ~~statements about~~and ~~the~~members ~~expected~~of ~~timetable~~any ~~for~~committee ~~completing~~of the ~~Transactions; the~~ Company’s ~~plans,~~board ~~objectives,~~of ~~expectations~~directors. ~~and~~These ~~intentions;~~departures ~~the financial~~were ~~condition,~~not ~~results~~a result of ~~operations~~any ~~and~~disagreement ~~business~~between of the Company and ~~Parent;~~ the ~~ability~~directors toon ~~successfully~~any ~~commercialize~~matter ~~the~~relating ~~Company’s product candidates and generate future revenues with respect~~ to the Company’s ~~product~~operations, ~~candidates;~~policies ~~and~~or ~~the anticipated timing of the closing of the Transactions~~practices.

~~Forward-looking~~In ~~statements~~accordance ~~are~~with ~~subject~~the toterms ~~certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number~~ of ~~risks and uncertainties. Those risks and uncertainties that could cause~~ the ~~actual~~Merger ~~results~~Agreement, toeach ~~differ from~~officer ~~expectations~~of ~~contemplated~~Merger bySub ~~forward-looking~~immediately ~~statements~~prior ~~include, among other things: uncertainties as~~ to the ~~timing~~Effective ofTime ~~the~~became ~~Offer and~~an ~~the~~officer ~~Merger; uncertainties as to how many~~ of the Company’s ~~stockholders~~effective ~~will~~as ~~tender~~of ~~their Shares in~~ the ~~Offer;~~Effective ~~the~~Time. ~~possibility that~~The ~~competing~~officers ~~offers~~of ~~will~~Merger beSub ~~made;~~immediately ~~the~~prior ~~possibility~~to ~~that various closing conditions for~~ the ~~Transactions~~Effective ~~may~~Time ~~not~~were bePhilip ~~satisfied~~L. orJohnson ~~waived, including~~as ~~that a governmental entity may prohibit~~President, ~~delay~~Chris orAnderson ~~refuse~~as ~~to grant approval for the consummation of the Transactions; the effects of the Transactions on relationships with employees~~Secretary, ~~other~~Michael ~~business partners or governmental entities; the difficulty of predicting the timing or outcome of U~~C.S. ~~Food~~Thompson ~~and~~as ~~Drug Administration approvals or actions~~Treasurer, ifJonathan ~~any;~~Groff ~~the~~as ~~impact~~Assistant ofSecretary ~~competitive products~~ and ~~pricing;~~Katie ~~that Parent~~Lodato ~~may~~as ~~not~~Assistant ~~realize~~Treasurer. Effective ~~the~~immediately ~~potential~~following ~~benefits~~completion of the ~~Transactions; other business effects~~Merger, ~~including~~all ~~the effects~~ of ~~industry,~~the ~~economic or~~incumbent ~~political~~officers ~~conditions outside~~ of the ~~companies’ control; transaction costs; actual or contingent liabilities; and other risks listed under the heading “Risk Factors” in the~~ Company~~’s periodic reports filed with the U.S. Securities and Exchange Commission~~, ~~including current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K,~~ as ~~well as~~of ~~the~~immediately ~~Schedule~~prior ~~14D-9~~ to ~~be filed by~~ the ~~Company~~effectiveness ~~and~~of the ~~Schedule TO and related tender offer documents to be filed by Parent and~~ Merger ~~Sub. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to the Company and Parent~~, ~~and~~were ~~the~~removed ~~Company~~as ~~and~~officers ~~Parent~~of ~~disclaim any obligation to update~~ the ~~information contained in this communication as new information becomes available~~Company.

Biographical and other information regarding the new directors and officers of the Surviving Corporation has been previously disclosed in Schedule I of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on October 13, 2023, as subsequently amended, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, the by-laws of Merger Sub immediately prior to the Effective Time became the by-laws of the Company effective as of the Effective Time (the “Amended and Restated By-Laws”).

Copies of the Amended and Restated Certificate of Incorporation and the 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~~ October 2, 2023, by and among ~~Eli~~Parent, ~~Lilly~~Merger Sub and the Company, ~~Yosemite~~(incorporated ~~Falls~~by ~~Acquisition~~reference ~~Corporation~~to ~~and~~Exhibit ~~POINT~~2.1 ~~Biopharma~~to ~~Global~~the ~~Inc~~Current Report on Form 8-K filed with the SEC by the Company on October 3, 2023).*
99.1		Tender and Support Agreement, dated as of October 2, 2023, by and among Eli Lilly and Company, Yosemite Falls Acquisition Corporation and Joe A. McCann.
3.1		Amended and Restated Certificate of Incorporation of POINT Biopharma Global Inc., dated December 27, 2023.**
99.2		Tender and Support Agreement, dated as of October 2, 2023, by and among Eli Lilly and Company, Yosemite Falls Acquisition Corporation and Allan Charles Silber.
3.2		Amended and Restated By-Laws of POINT Biopharma Global Inc., dated December 27, 2023.**
99.3		Tender and Support Agreement, dated as of October 2, 2023, by and among Eli Lilly and Company, Yosemite Falls Acquisition Corporation and Neil E. Fleshner.
99.4		Joint Press Release, dated October 3, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. AThe ~~copy~~registrant ofwill ~~any~~furnish ~~omitted~~copies ~~schedule~~of ~~will~~any besuch ~~furnished~~schedules ~~supplementally~~and attachments to the SEC upon request.

**	Filed herewith.

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.

		POINT BIOPHARMA GLOBAL INC.
Date: October 3, 2023	By:	/s/ Bill Demers
		Name: Bill Demers
		Title: Chief Financial Officer


POINT Biopharma Global Inc.

By:		/s/ Philip L. Johnson
		Name: Philip L. Johnson
		Title: President

Dated: December 27, 2023

Filing Compare · POINT Biopharma Global Inc.