UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~earliest ~~Event~~event ~~Reported~~reported): ~~April~~June 2911, 2024

Deciphera Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38219		30-1003521
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

200 Smith Street, Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip code)

200 Smith Street, Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

~~Registrant’s telephone number, including area code:~~ (781) 209-6400

(~~Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~from last report~~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 ~~203~~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 ~~Exchange~~ Act:

Title of each class	~~TradingSymbol~~Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DCPH	Nasdaq Global Select Market
Common Stock, $0.01 par value per share	DCPH	Nasdaq Global Select 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~~INTRODUCTORY ~~1.01.~~NOTE ~~Entry into a Material Definitive Agreement.~~

OnAs ~~April 29,~~previously ~~2024,~~reported ~~Deciphera~~in ~~Pharmaceuticals,~~the ~~Inc.,~~Current aReport ~~Delaware~~on ~~corporation~~Form ~~(the~~8-K ~~“Company”~~filed orwith ~~“Deciphera”),~~the ~~Ono Pharmaceutical Co~~U.~~, Ltd~~S., aSecurities ~~Japanese~~and ~~company~~Exchange ~~(kabushiki~~Commission ~~kaishi)~~ (~~“Parent”~~the or “~~Ono~~SEC”) on April 29, ~~and~~2024 ~~Topaz~~by ~~Merger~~Deciphera ~~Sub~~Pharmaceuticals, Inc., a Delaware corporation ~~and~~(the a“Company” ~~wholly~~or ~~owned subsidiary of Parent (~~“~~Merger Sub~~Deciphera”), Deciphera entered into an Agreement and Plan of Merger, dated April 29, 2024 (the “Merger Agreement”)., ~~Pursuant~~with toOno ~~the~~Pharmaceutical ~~Merger Agreement~~Co., ~~and upon the terms and subject to the conditions therein~~Ltd., ~~Merger Sub will commence~~ a ~~cash~~Japanese ~~tender~~company ~~offer~~ (~~the~~kabushiki ~~“Offer”~~kaisha) ~~to acquire all of the issued and outstanding shares of the common stock, par value $0.01 per share, of the Company~~ (“~~Company~~Parent” ~~Common~~or ~~Stock~~“Ono”), atand aTopaz ~~price~~Merger ~~per~~Sub, ~~share of $25~~Inc.60, ~~net~~a toDelaware ~~the~~corporation ~~seller in cash, without interest~~ and ~~subject~~a towholly ~~any~~owned ~~withholding~~subsidiary of ~~taxes~~Parent ~~required~~(“Merger ~~by applicable law~~Sub”). The Offer will initially expire at one minute after 11:59 p.m. Eastern Time on the date that is 20 business days following the commencement of the Offer, subject to extension under certain circumstances.

~~Merger~~Pursuant ~~Sub’s obligation~~ to ~~accept~~the ~~for~~Merger ~~payment~~Agreement, ~~shares~~and ofupon ~~Company Common Stock validly tendered pursuant to~~ the ~~Offer~~terms isand subject to the ~~satisfaction or waiver of certain~~ conditions ~~set~~therein, ~~forth in the~~ Merger ~~Agreement,~~Sub ~~including~~commenced ~~that~~a ~~(i) there~~tender ~~shall~~offer ~~have been validly tendered and not validly withdrawn at or prior to~~ (the ~~expiration of the~~ “Offer”) ~~that~~on ~~number of shares of Company Common Stock that~~May 13, ~~considered~~2024 ~~together~~to ~~with~~acquire all ~~other shares~~ of ~~Company~~the ~~Common~~issued ~~Stock (if any) beneficially owned by Parent~~ and ~~its~~outstanding ~~controlled affiliates (excluding any~~ shares of ~~Company~~common ~~Common~~stock, ~~Stock~~par ~~tendered~~value ~~pursuant~~$0.01 toper ~~guaranteed~~share, ~~delivery procedures that have not yet been “received” (as such term is defined in Section 251(h)(6)(f)~~ of the ~~General~~Company ~~Corporation Law of the State of Delaware~~ (“~~DGCL”)), represent one more than 50% of the total number of shares of~~ Company Common Stock ~~outstanding at the expiration of the Offer; (ii~~”) ~~the waiting period (and any extension thereof) applicable to consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~, asat ~~amended,~~a ~~has~~price ~~expired~~per orshare ~~been terminated; (iii) no governmental entity~~ of ~~competent and applicable jurisdiction shall have enacted~~$25.60, ~~issued,~~net ~~promulgated,~~to ~~enforced~~the orseller ~~entered any order or law that is~~ in ~~effect and restrains~~cash, ~~enjoins~~without orinterest ~~otherwise prohibits or makes illegal consummation of the Offer or the Merger (as defined below); (iv) the representations~~ and ~~warranties of the Company contained in the Merger Agreement shall be accurate,~~ subject to ~~customary~~any ~~materiality~~withholding thresholds and exceptions; (v) the Company shall have performed or complied in all material respects with its covenants and agreements contained in the Merger Agreement; (vi) there shall not have occurred, and be continuing at the expiration time of ~~the~~taxes ~~Offer,~~required aby ~~Company~~applicable ~~Material Adverse Effect (as defined in the Merger Agreement); and (vii) other customary conditions set forth in Annex I of the Merger Agreement~~law.

~~Following~~The ~~the~~Offer ~~consummation~~and ofrelated ~~the~~withdrawal ~~Offer~~rights expired at one minute after 11:59 p.m., ~~subject~~New toYork City time, on June 10, 2024 (such time, the ~~conditions~~“Expiration ~~set~~Time”). ~~forth~~Computershare Trust Company, N.A., in its capacity as the ~~Merger~~depositary ~~Agreement~~for the Offer, ~~and~~has inadvised ~~accordance~~that, ~~with~~as of the ~~DGCL~~Expiration Time, ~~Merger~~76,413,423 ~~Sub~~shares ~~will~~of ~~merge~~Company ~~with~~Common Stock were validly tendered and ~~into~~not validly withdrawn pursuant to the ~~Company~~Offer, ~~with~~representing approximately 88.3% of the total number of shares of Company ~~continuing~~Common asStock outstanding at the ~~surviving~~Expiration ~~corporation~~Time. (As each of the ~~“Merger”).~~conditions ~~The~~of ~~Merger~~the ~~will~~Offer bewas ~~governed~~satisfied, byon ~~Section~~June ~~251(h)~~11, 2024, Merger Sub accepted for payment all shares of ~~the~~Company ~~DGCL,~~Common ~~with~~Stock nothat ~~stockholder~~were ~~vote~~validly ~~required~~tendered toand ~~consummate~~not validly withdrawn pursuant to the ~~Merger~~Offer.

~~Pursuant~~Following toconsummation of the ~~Merger Agreement~~Offer, at the ~~effective~~remaining ~~time~~conditions ofto the merger of Merger Sub with and into Deciphera (the “~~Effective Time~~Merger”), byset ~~virtue~~forth ofin the Merger Agreement were satisfied, and on June 11, 2024, Ono completed its acquisition of Deciphera by consummating the Merger without ~~any~~a ~~action~~meeting onof stockholders of Deciphera in accordance with Section 251(h) of the ~~part~~General Corporation Law of ~~any~~the ~~holder~~State of ~~shares~~Delaware (“DGCL”), with Deciphera continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of ~~Company~~the ~~Common~~Merger ~~Stock~~(the “Effective Time”), each outstanding share of Company Common Stock (other than shares of Company Common Stock (a) held in the treasury of the Company, (b) that at the commencement of the Offer were owned by Parent or Merger Sub or any of their direct or indirect subsidiaries, (c) irrevocably accepted for payment ~~by Merger Sub~~ in the Offer, orand (d) with respect to which the holders thereof have properly exercised and perfected demands for appraisal of such shares in accordance with Section 262 of the DGCL) ~~will~~were be automatically canceled and converted into the right to receive $25.60 in cash, without interest and subject to any withholding of taxes required by applicable law (the “Merger Consideration”). As a result of the Merger, Deciphera became a wholly owned subsidiary of Ono.

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 (a “Company Option”), whether vested or unvested, that iswas outstanding and unexercised immediately prior to the Effective Time and ~~has~~had a per share exercise price that iswas less than the Merger Consideration ~~shall~~ fully ~~vest~~vested, bewas cancelled and was automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the ~~surviving~~Surviving ~~corporation~~Corporation equal to the excess of the Merger Consideration over the per share exercise price of such Company Option, (ii) each ~~outstanding~~ restricted stock unit of the Company that iswas subject to time-based vesting conditions that iswas outstanding immediately prior to the Effective Time, whether vested or unvested, ~~shall~~fully vested, was cancelled and was automatically converted into the right to receive, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Surviving Corporation equal to (A) the number of shares of Company Common Stock underlying such restricted stock unit of the Company, multiplied by (B) the Merger Consideration, and (iii) each restricted stock unit of the Company whose vesting was conditioned in full or in part based on achievement of performance goals or metrics that was outstanding immediately prior to the Effective Time, whether vested or unvested, fully ~~vest~~vested, bewas cancelled and was automatically converted into the right to receive, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Parent or the Surviving Corporation equal to (A) the number of shares of Company Common Stock underlying such restricted stock unit of the Company, multiplied by (B) the Merger Consideration. In accordance with its terms, as of the time of acceptance of shares of Company Common Stock by Merger Sub in the Offer, each warrant to purchase Company Common Stock that was outstanding and unexercised as of immediately

~~applicable~~prior ~~tax law, an amount in cash from Parent or the surviving corporation equal~~ to ~~(A)~~ the ~~number~~acceptance of shares of Company Common Stock ~~underlying such restricted stock unit of the Company, multiplied~~ by ~~(B) the~~ Merger ~~Consideration,~~Sub ~~and~~in ~~(iii) each outstanding restricted stock unit of~~ the ~~Company~~Offer ~~whose~~automatically ~~vesting~~ceased isto ~~conditioned~~represent ina ~~full~~warrant orexercisable infor ~~part~~shares ~~based on achievement~~ of ~~performance~~Company ~~goals~~Common ~~or metrics that is outstanding immediately prior to the Effective Time~~Stock, ~~whether~~and ~~vested or unvested~~thereafter, ~~shall~~the ~~fully~~holder ~~vest,~~has ~~be cancelled and automatically converted into~~ the right to receive, ~~without~~upon ~~interest~~exercise ~~and~~of ~~subject~~such towarrant, ~~deduction~~the ~~for~~same ~~any~~amount ~~required~~of ~~withholding~~cash ~~under~~as ~~applicable~~it ~~tax~~would ~~law,~~have anreceived ~~amount~~if insuch ~~cash~~holder ~~from~~had ~~Parent~~tendered orin the ~~surviving~~Offer ~~corporation equal to (A)~~ the ~~number of~~ shares of Company Common Stock then underlying such ~~restricted stock unit of the Company, multiplied by (B) the Merger Consideration~~warrant.

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 ~~Merger~~reference ~~Sub~~to ~~for~~the Merger Agreement, a ~~transaction~~copy of ~~this~~which ~~nature,~~is ~~including~~filed ~~covenants~~as ~~regarding~~Exhibit ~~the~~2.1 ~~operation~~to ofthis ~~the~~Current ~~Company’s~~Report ~~business~~on ~~prior~~Form to8-K, ~~the~~and ~~Effective~~is ~~Time~~incorporated herein by reference.

~~The~~Item Company has agreed to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals1.02 ~~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, written acquisition proposal that the board of ~~directors of the Company (the “Company Board”) has determined constitutes or could reasonably be expected to lead to~~ a ~~Superior~~Material ~~Proposal~~Definitive ~~(as such term is defined in the Merger~~ Agreement).

~~The~~Effective ~~Merger~~as ~~Agreement~~of ~~also~~June 11, ~~provides~~2024 ~~that,~~and in connection with the ~~termination~~completion of the Merger ~~Agreement under specified circumstances~~, ~~including termination by~~ the Company toterminated ~~accept~~its ~~and~~2015 ~~enter~~Equity ~~into~~Incentive anPlan, ~~agreement~~2017 ~~with~~Stock ~~respect~~Option toand aIncentive ~~Superior Proposal~~Plan, ~~the~~2022 ~~Company~~Inducement ~~will~~Plan, beand ~~required~~2017 toEmployee ~~pay~~Stock ~~Parent~~Purchase ~~a termination fee in the amount of $78~~Plan.~~8 million.~~

~~The~~Item ~~Company~~2.01 ~~Board~~Completion has unanimously (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, (ii) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are in the best interests of ~~the~~Acquisition ~~Company~~or ~~and~~Disposition ~~its stockholders, (iii) determined that the Merger will be effected under Section 251(h)~~ of ~~the DGCL, and (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer~~Assets.

InThe ~~connection~~disclosures ~~with~~under the ~~execution~~Introductory ofNote ~~the Merger Agreement, certain stockholders of the Company who collectively beneficially own approximately 28% of the outstanding shares of Company Common Stock entered into Tender~~ and ~~Support~~Item ~~Agreements (the “Tender and Support Agreements”) with Parent and Merger Sub~~3.01 ~~The~~are ~~Tender~~incorporated ~~and~~herein ~~Support Agreements provide, among other things, that each applicable stockholder will tender all of the shares of Company Common Stock held~~ by ~~such stockholder to Merger Sub in the Offer~~reference. ~~The Tender and Support Agreements will terminate upon certain events, including upon any valid termination of the Merger Agreement.~~

The ~~foregoing~~aggregate ~~description~~consideration ofpaid ~~the~~by Merger ~~Agreement~~Sub isin ~~not~~the ~~complete~~Offer and isthe ~~qualified~~Merger into ~~its~~acquire ~~entirety~~shares byof ~~reference~~Company toCommon Stock was approximately $2.4 billion. Ono provided Merger Sub with the ~~full~~necessary ~~text~~funds ofto fund the Offer and the Merger ~~Agreement,~~from ~~which~~its iscash ~~attached~~on hand and funds obtained from certain debt financing. Information regarding such debt financing has been previously disclosed in Section 9—“Source and Amount of Funds” of the Offer to Purchase filed as Exhibit 2.(a)(1)(i) to ~~this~~the ~~report~~Tender Offer Statement on Schedule TO filed by Ono and Merger Sub with the SEC on May 13, 2024, as subsequently amended, which section is incorporated herein by reference.

~~The~~Item ~~Merger~~3.01 ~~Agreement~~Notice ~~and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms~~ of ~~the~~Delisting ~~Merger Agreement. They are not intended to provide any other factual information about the Company~~ or ~~Parent.~~Failure ~~The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties~~ to ~~such~~Satisfy 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~~Continued ~~standard~~Listing ofRule materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (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~~Standard; ~~described~~Transfer ~~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~~Listing.

~~Item~~The ~~8.01.~~disclosures ~~Other~~under ~~Information~~the Introductory Note are incorporated herein by reference.

On ~~April~~June 2911, 2024, Deciphera (i) notified The Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the shares of Company ~~issued~~Common Stock effective before the opening of trading on June 11, 2024 and (B) file with the SEC a ~~press~~Form ~~release~~25 ~~announcing~~Notification of Removal from Listing and/or Registration to delist and deregister the ~~execution~~shares of Company Common Stock under Section 12(b) of the ~~Merger~~Securities ~~Agreement~~Exchange Act of 1934, as amended (the “Exchange Act”). AAs ~~copy~~a result, the shares of ~~this~~Company ~~press~~Common ~~release~~Stock iswill ~~filed~~no ~~herewith~~longer asbe ~~Exhibit~~listed 99on Nasdaq.1 Deciphera intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Deciphera’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Cautionary~~Item ~~Note~~3.03 ~~Regarding~~Material ~~Forward-Looking~~Modification ~~Statements~~to Rights of Security Holders.

~~This~~The ~~document~~disclosures ~~contains~~under ~~forward-looking statements within~~ the ~~meaning~~Introductory ~~of the Private Securities Litigation Reform Act of 1995~~Note, asItem ~~amended~~1.02, ~~including,~~Item ~~without limitation~~2.01, ~~statements~~Item ~~regarding the proposed acquisition of Deciphera by Ono~~3.01, ~~the~~Item expected timetable for completing the transaction, Deciphera’s future financial or operating performance, the expectations and timing regarding the potential for Deciphera’s preclinical and/or clinical stage pipeline assets to be first-in-class and/or best-in-class treatments, and the ability of Deciphera to become a company with multiple approved medicines5.01 The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “target” and ~~similar~~Item ~~expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words~~5.03 ~~Any forward-looking statements in this document~~ are ~~based~~incorporated onherein management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation: (i) risks associated with the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction will not occur; (ii) uncertainties as to how many of Deciphera’s stockholders will tender their shares in the offer; (iii) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (iv) the possibility that competing offers will be made; (v) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (vi) unanticipated difficulties or expenditures relating to the proposed transaction, the response of business partners and competitors to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; (vii) Deciphera’s ability to successfully demonstrate the efficacy and safety of its drug or drug candidates, and the preclinical or clinical results for its product candidates, which may not support further development of such product candidates; (viii) comments, feedback and actions of regulatory agencies; (ix) Deciphera’s ability to commercialize QINLOCK® and execute on its marketing plans for any drugs or indications that may be approved in the future; (x) the inherent uncertainty in estimates of patient populations, competition from other products, Deciphera’s ability to obtain and maintain reimbursement for any approved product and the extent to which patient assistance programs are utilized; and (xi) other risks identified in Deciphera’s SEC filings, including Deciphera’s Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent filings with the SECreference. Deciphera cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Deciphera disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

~~The~~Item ~~Deciphera~~5.01 ~~logo~~Changes ~~and~~in ~~the~~Control ~~QINLOCK® word mark and logo are registered trademarks and the Deciphera word mark is a trademark~~ of ~~Deciphera Pharmaceuticals, LLC~~Registrant.

~~Additional~~The ~~Information~~disclosures under the Introductory Note, Item 1.02, Item 2.01, Item 3.01, Item 5.02 and ~~Where~~Item to5.03 ~~Find~~are Itincorporated herein by reference.

~~The~~As ~~tender~~a ~~offer~~result ~~referred~~of tothe inconsummation ~~this~~of ~~document~~the ~~has~~Offer, ~~not~~there ~~yet~~was ~~commenced.~~a ~~This~~change ~~document~~in iscontrol ~~for~~of ~~informational~~Deciphera, ~~purposes only~~ and ~~is neither an offer to purchase nor a solicitation of an offer to sell shares~~Ono, ~~nor~~as ~~is it a substitute for~~ the ~~tender~~parent ~~offer~~of ~~materials that Parent or~~ Merger Sub, ~~will~~acquired ~~file~~control ~~with the SEC upon commencement~~ of ~~the tender offer~~Deciphera. At the ~~time~~Effective ~~the tender offer is commenced~~Time, ~~Ono and its acquisition subsidiary will cause to be filed a tender offer statement on Schedule TO with the SEC, and~~ Deciphera ~~will~~became ~~file~~ a ~~solicitation/recommendation~~wholly ~~statement~~owned onsubsidiary ~~Schedule~~of ~~14D-9~~Ono.

~~with~~Item ~~respect to the tender offer~~5.02 ~~THE~~Departure ~~TENDER~~of ~~OFFER~~Directors ~~STATEMENT~~or ~~(INCLUDING~~Certain ANOfficers; ~~OFFER~~Election TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY DECIPHERA’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be mailed to Deciphera’s stockholders free of ~~charge.~~Directors; AAppointment ~~free copy~~ of ~~the~~Certain ~~tender~~Officers; ~~offer~~Compensatory ~~statement~~Arrangements ~~and the solicitation/recommendation statement will also be made available to all stockholders~~ of ~~Deciphera~~Certain ~~by accessing www~~Officers.deciphera.com or by contacting Investor Relations at deciphera@argotpartners.com. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC.

~~DECIPHERA’S~~As ~~STOCKHOLDERS~~of ~~ARE~~the ~~ADVISED~~Effective TOTime, ~~READ~~Ron ~~THE~~Squarer, ~~SCHEDULE~~Patricia TOL. ~~AND~~Allen, ~~THE~~Edward ~~SCHEDULE~~J. ~~14D-9~~Benz, ASJr., ~~EACH~~Frank ~~MAY~~S. BEFriedman, ~~AMENDED~~James ORA. ~~SUPPLEMENTED~~Bristol, ~~FROM~~Susan ~~TIME~~L. ~~TO TIME~~Kelley, ~~AND~~John ~~ANY~~R. ~~OTHER~~Martin ~~RELEVANT~~and ~~DOCUMENTS~~Dennis ~~FILED~~L. ~~WITH~~Walsh ~~THE~~resigned ~~SEC~~as ~~WHEN~~directors ~~THEY~~of ~~BECOME~~Deciphera ~~AVAILABLE~~and ~~BEFORE~~members ~~THEY~~of ~~MAKE~~any ~~ANY~~committee ~~DECISION~~of ~~WITH~~Deciphera’s ~~RESPECT~~board TOof ~~THE~~directors. ~~TENDER~~Toichi ~~OFFER,~~Takino ~~BECAUSE~~and ~~THEY~~Masayuki ~~WILL~~Tanigawa ~~CONTAIN~~became ~~IMPORTANT~~members ~~INFORMATION~~of ~~ABOUT~~Deciphera’s ~~THE~~board ~~PROPOSED~~of ~~TRANSACTION~~directors ~~AND~~in ~~THE~~connection ~~PARTIES~~with ~~THERETO~~the consummation of the Merger.

~~Item~~Information ~~9.01.~~regarding ~~Financial~~the ~~Statements~~new directors has been previously disclosed in Schedule I of the Offer to Purchase filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO filed by Ono and ~~Exhibits~~Merger Sub with the SEC on May 13, 2024, as subsequently amended, which schedule is incorporated herein by reference.

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

Copies of the Second 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 8.01

Other Events.

The Company previously disclosed that it intended to hold its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on June 20, 2024. In consideration of the closing of the Merger, the board of directors of the Company has determined to cancel the 2024 Annual Meeting.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of April 29, 2024, by and among Ono Pharmaceutical Co., Ltd., Topaz Merger Sub, Inc. and Deciphera Pharmaceuticals, Inc.
2.1		Agreement and Plan of Merger, dated April 29, 2024, by and among Deciphera Pharmaceuticals, Inc., Ono Pharmaceutical Co., Ltd., and Topaz Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Deciphera’s Current Report on Form 8-K filed with the SEC on April 29, 2024).*
99.1		Press Release issued by Deciphera Pharmaceuticals, Inc. on April 29, 2024
3.1		Amended and Restated Certificate of Incorporation, dated June 11, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
3.2		Second Amended and Restated By-Laws, dated June 11, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(ab)(52) 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.

	DECIPHERA PHARMACEUTICALS, INC.
Date: April 29, 2024	By:	/s/ Steven L. Hoerter
Date: June 11, 2024	By:	/s/ Steven L. Hoerter
	Name:	Steven L. Hoerter
	Title:	President and Chief Executive Officer

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