UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of ~~report~~Report (~~date~~Date of earliest event reported): ~~January~~ 10February 20, 2020

DERMIRA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36668	~~001~~27-~~36668~~3267680	~~27-3267680~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
275 Middlefield Road, Suite 150 Menlo Park, California			94025
(Address of principal executive offices)			(Zip Code)



275 Middlefield Road, Suite 150 Menlo Park, California (Address of principal executive offices)		94025 (Zip Code)

(650) 421-7200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~symbol~~Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	DERM	The Nasdaq Global Select Market
Common Stock, $0.001 par value	DERM	The 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.~~

As previously disclosed, on January 10, 2020, Dermira, Inc. (“Dermira”), Eli Lilly and Company, an Indiana corporation (“Lilly”), and Bald Eagle Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Lilly (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on January 22, 2020, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of Dermira common stock, par value $0.001 per share (the “Shares”), at a purchase price of $18.75 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding.

OnThe ~~January~~Offer ~~10,~~expired ~~2020,~~as ~~Eli~~scheduled ~~Lilly~~at ~~and~~one ~~Company~~minute past 11:59 p.m., anEastern ~~Indiana~~time, ~~corporation~~on February 19, 2020 (the “~~Parent~~Expiration Date”), ~~Bald~~and ~~Eagle~~was ~~Acquisition~~not ~~Corporation,~~extended. aComputershare ~~Delaware~~Trust ~~corporation~~Company, ~~and~~N.A., athe ~~wholly~~depositary ~~owned~~for ~~subsidiary~~the ofOffer ~~Parent~~ (~~“Merger~~the ~~Sub~~“Depositary”), advised Lilly and ~~Dermira~~the Purchaser that, ~~Inc.~~as of the Expiration Date, a ~~Delaware~~total ~~corporation~~of ~~(the~~40,926,025 ~~“Company”)~~Shares ~~entered~~had ~~into~~been anvalidly ~~Agreement~~tendered and ~~Plan~~not ofproperly ~~Merger~~withdrawn (pursuant to the ~~“Merger~~Offer, ~~Agreement”)~~which tendered Shares represented approximately 74.8% ~~The~~of ~~Merger~~the ~~Agreement~~aggregate ~~provides~~number ~~that,~~of ~~subject~~then toissued and outstanding Shares. Accordingly, the ~~terms~~minimum oftender condition in the Merger Agreement, ~~Merger~~that ~~Sub~~the ~~will~~Shares ~~commence~~validly atendered ~~cash~~(and ~~tender~~not ~~offer~~validly ~~(the “Offer”~~withdrawn) prior to ~~purchase~~the ~~all~~expiration of the ~~outstanding~~Offer, ~~shares~~when (added to the “Shares”) ofthen-owned ~~Company~~by ~~Common Stock~~Lilly, ~~par~~Purchaser ~~value~~or ~~$0.001~~any ~~per~~other ~~share~~subsidiary ~~(the~~of ~~“Common Stock”)~~Lilly, atrepresent a ~~price~~majority of ~~$18.75~~Shares ~~per~~outstanding ~~share~~as (of immediately following the ~~“Offer~~consummation ~~Price”)~~of the Offer, ~~net~~is tosatisfied. ~~the~~Purchaser ~~seller~~has inaccepted ~~cash,~~for ~~without~~payment ~~interest,~~all Shares that were validly tendered and ~~subject~~not properly withdrawn pursuant to ~~withholding~~the ~~taxes~~Offer.

~~Consummation~~Following ofconsummation ~~the Offer is subject to various conditions set forth in the Merger Agreement, including (a) a majority~~ of ~~shares of Common Stock then-outstanding being tendered in~~ the Offer, ~~(b)~~Lilly ~~the~~completed ~~expiration~~its oracquisition ~~termination~~ of ~~the~~Dermira ~~waiting~~by ~~period~~consummating ~~under~~ the ~~Hart-Scott-Rodino~~merger ~~Antitrust Improvements Act~~ of ~~1976,~~Purchaser aswith ~~amended, (c) the accuracy of the Company’s representations~~ and ~~warranties~~into ~~contained~~Dermira in (the “Merger ~~Agreement (except~~”), ~~generally,~~without ~~for any inaccuracies that have not had~~ a ~~Company~~meeting ~~Material~~of ~~Adverse~~stockholders ~~Effect~~of ~~(as~~Dermira ~~defined~~ in ~~the~~accordance ~~Merger~~with ~~Agreement)),~~Section 251(dh) of the ~~Company’s~~General ~~performance~~Corporation inLaw ~~all material respects~~ of ~~its obligations under~~ the ~~Merger~~State ~~Agreement~~of ~~and~~Delaware (e“DGCL”), ~~the~~with ~~other~~Dermira ~~conditions~~surviving ~~set forth in Exhibit A to~~ the Merger ~~Agreement.~~as ~~The~~a ~~consummation~~wholly-owned subsidiary of Lilly (the ~~Offer~~“Surviving ~~and Merger is not subject to a financing condition~~Corporation”).

~~The~~At ~~Offer~~the ~~will~~effective ~~expire~~time atof ~~one~~the ~~minute~~Merger ~~after~~(the ~~11:59~~“Effective ~~p.m.~~Time”), ~~Eastern~~each ~~time,~~Share onthen issued and outstanding (other than (i) Shares owned by Dermira or Dermira’s subsidiary immediately prior to the ~~date~~Effective ~~that~~Time, is(ii) 20Shares ~~business~~owned ~~days~~by ~~following~~Lilly, Purchaser or any other subsidiary of Lilly at the commencement ~~date~~ of the Offer and owned by Lilly, ~~unless~~Purchaser ~~extended~~or any other subsidiary of Lilly immediately prior to the Effective Time or (iii) Shares held by any stockholder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in ~~accordance~~all respects with, ~~the~~Section ~~terms~~262 of the ~~Offer~~DGCL and who, as of the ~~Merger~~Effective ~~Agreement~~Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the ~~applicable~~DGCL ~~rules~~with ~~and~~respect ~~regulations~~to ofsuch Shares) was automatically converted into the ~~U.S.~~right ~~Securities~~to receive cash in an amount equal to the Offer Price, without interest and ~~Exchange~~less ~~Commission~~any applicable tax withholding (the “~~SEC~~Merger Consideration”). As a result of the Merger, Dermira became a wholly-owned subsidiary of Lilly.

~~Following~~Pursuant ~~consummation~~to the terms of the ~~Offer,~~ Merger ~~Sub~~Agreement, ~~will~~immediately ~~merge~~prior ~~with~~to ~~and into~~ the ~~Company~~Effective Time, ~~with~~by ~~the~~virtue ~~Company surviving as a wholly owned subsidiary~~ of ~~Parent (~~the “Merger~~”).~~ Inand ~~the~~without ~~Merger,~~any ~~each~~action ~~outstanding~~on ~~Share~~the ~~that~~part isof ~~not~~any ~~tendered~~holder ~~and~~of ~~accepted~~any ~~pursuant~~outstanding tostock ~~the~~option ~~Offer~~or ~~(other~~restricted ~~than~~stock ~~the~~unit, ~~Shares~~(i) ~~held~~each instock ~~the~~option ~~treasury~~that ofis ~~the Company~~outstanding, ~~Shares~~whether ~~held~~vested ~~by Parent~~ or ~~Merger Sub~~unvested, was terminated and ~~Shares~~canceled asand toeach ~~which~~holder ~~appraisal~~of ~~rights~~such ~~have~~stock ~~been~~option ~~perfected~~is inentitled ~~accordance~~to ~~with~~receive ~~applicable~~an ~~law)~~amount ~~will~~of becash ~~cancelled~~determined ~~and~~by ~~converted~~multiplying ~~into~~(A) the ~~right~~excess, toif ~~receive~~any, of the ~~Offer~~Merger ~~Price,~~Consideration onover the ~~terms~~exercise ~~and~~price ~~conditions~~per ~~set~~share ~~forth~~of inShares ~~the~~underlying ~~Merger~~such ~~Agreement.~~stock ~~Immediately~~option ~~prior~~by to(B) the ~~Effective~~number ~~Time,~~of ~~all~~Shares ~~unvested~~subject to such stock ~~options~~option and ~~unvested~~(ii) each restricted stock ~~units~~unit ~~will~~that ~~become~~is ~~fully~~outstanding, whether vested or unvested, ~~and~~was atterminated ~~the~~and ~~Effective~~canceled ~~Time,~~and each ~~stock~~holder ~~option~~of ~~and~~such restricted stock unit ~~will~~is beentitled ~~canceled and converted into the right~~ to receive an amount inof cash ~~equal~~determined toby ~~the~~multiplying ~~Merger Consideration~~ (~~or,~~A) in the ~~case of stock options, the difference between the~~ Merger Consideration ~~and~~by (B) the ~~applicable~~number ~~per~~of ~~share~~Shares ~~exercise~~underlying ~~price),~~such ~~less~~restricted ~~any~~stock ~~applicable tax withholding~~unit.

The ~~board~~aggregate ofcash ~~directors~~consideration ofpaid ~~the~~by ~~Company~~Lilly ~~(the~~in ~~“Board”) has (i) determined that~~ the Offer, ~~the~~and ~~Merger,~~ the Merger ~~Agreement~~was ~~and~~approximately ~~the~~$1.1 ~~other~~billion, ~~transactions~~excluding ~~contemplated~~related bytransaction ~~the~~fees ~~Merger Agreement~~ and~~/or~~ ~~the~~expenses. ~~ancillary~~Lilly ~~agreements~~ and ~~plans~~Purchaser tofunded ~~be entered into as contemplated by~~ the ~~Merger~~consideration ~~Agreement~~paid ~~(collectively,~~to ~~the~~stockholders ~~“Transactions”) are advisable~~ and inholders ~~the best interests~~ of ~~the~~outstanding ~~stockholders~~stock ofoptions ~~the Company, (ii) approved~~ and ~~declared~~restricted ~~advisable~~stock ~~the~~units ~~Merger~~in ~~Agreement and~~ the ~~Transactions~~Offer and ~~(iii)~~pursuant ~~resolved, subject~~ to the ~~terms and conditions of the~~ Merger ~~Agreement,~~through toLilly’s ~~recommend~~and ~~acceptance~~Dermira's ofcash ~~the~~on ~~Offer by the stockholders of the Company~~hand.

The foregoing description of the Merger Agreement ~~provides~~and ~~that~~related ~~the~~transactions ~~Merger~~does ~~will~~not purport to be ~~governed~~complete byand ~~Section~~is ~~251(h)~~qualified ofin ~~the~~its ~~Delaware~~entirety ~~General~~by ~~Corporation~~reference ~~Law~~to (the ~~“DGCL”)~~full ~~and~~text ~~shall~~of bethe ~~effected~~Merger byAgreement, ~~Merger~~a ~~Sub~~copy ~~and~~of ~~the~~which ~~Company~~is filed as ~~soon~~Exhibit as2.1 ~~practicable~~to ~~following~~Dermira’s ~~the~~Current ~~consummation~~Report ofon ~~the~~Form ~~Offer~~8-K, ~~without~~filed awith ~~stockholders’~~the ~~meeting~~U.S. ~~pursuant~~Securities toand Exchange Commission (the ~~DGCL.~~“SEC”) on

~~The~~January ~~Merger~~10, ~~Agreement~~2020 ~~contains~~and ~~customary~~is ~~representations~~incorporated ~~and~~herein ~~warranties~~ by ~~Parent, Merger Sub and the Company~~reference. ~~The~~All ~~Merger~~capitalized ~~Agreement~~terms ~~also~~used ~~contains~~herein ~~customary covenants~~ and ~~agreements,~~not ~~including~~otherwise ~~with~~defined ~~respect~~have to the ~~operations~~meaning ofgiven ~~the~~to ~~business~~such ofterms in the ~~Company~~Merger ~~between signing and closing, governmental filings and approvals and other matters~~Agreement.

~~The~~Item ~~Merger~~2.01 Completion ~~Agreement contains customary non-solicitation restrictions prohibiting the Company’s solicitation~~ of ~~proposals~~Acquisition ~~relating to alternative business combination transactions and restricts the Company’s ability to furnish non-public information to,~~ or ~~participate~~Disposition ~~in any discussions or negotiations with, any third party with respect to any such transaction, subject to customary exceptions in the event~~ of an acquisition proposal that was not solicited in violation of these restrictions and that the Company’s board of directors determines constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement)Assets.

The ~~Merger~~disclosure ~~Agreement~~under ~~contains~~the ~~termination~~Introductory ~~rights~~Note ~~for each of Parent, Merger Sub~~ and ~~the~~Item ~~Company~~3.01 ~~including~~is byincorporated ~~either~~herein ~~Parent or the Company if the Offer Closing Time (as defined in the Merger Agreement) shall not have occurred on or before July 10, 2020, or~~ by the Company to enter into an alternative transaction that constitutes a Superior Company Proposal (as defined in the Merger Agreement), and further provides that upon termination of the Merger Agreement under specified circumstances the Company may be required to pay Parent a termination fee of $40reference.0 ~~million.~~

AItem ~~copy of the Merger Agreement is attached hereto as Exhibit~~ 2.~~1 and is incorporated herein by reference~~04. Triggering ~~The~~Events ~~foregoing~~That ~~description~~Accelerate ofor ~~the~~Increase ~~Merger~~a ~~Agreement~~Direct isFinancial ~~qualified~~Obligation in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement 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.~~an InObligation ~~particular,~~under ~~the~~an ~~assertions~~Off-Balance ~~embodied~~Sheet in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger AgreementArrangement. 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~~The consummation of the Offer and ~~Support~~Merger ~~Agreements~~constitutes a Merger Event and a Fundamental Change, each as defined in the Indenture, dated May 16, 2017 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Company’s 3.00% Convertible Notes due 2022 (“Notes”). The effective date of the Merger Event and Fundamental Change is February 20, 2020 (the “Note Effective Date”), the date of the consummation of the Merger.

OnAs ~~January~~a ~~10,~~result ~~2020,~~of ~~in connection with~~ the ~~Merger~~Fundamental ~~Agreement~~Change, each holder of ~~Bay~~the ~~City~~Notes ~~Capital~~will ~~Fund~~have V,the ~~L.P.,~~right ~~Bay~~to ~~City~~require ~~Capital~~the ~~Fund~~Company Vto ~~Co-Investment~~repurchase ~~Fund,~~its ~~L.P.~~Notes, ~~Bay~~pursuant ~~City~~to ~~Capital,~~the ~~LLC,~~terms ~~New~~and ~~Enterprise~~procedures ~~Associates~~set ~~13,~~forth ~~L.P.~~in ~~and~~the ~~NEA~~Base ~~Ventures 2011~~Indenture, ~~Limited~~for ~~Partnership~~a ~~(collectively,~~cash repurchase price equal to the ~~“BCC~~Fundamental ~~and~~Change ~~NEA~~Repurchase ~~Stockholders”),~~Price (as defined in ~~each~~the ~~case~~Base inIndenture). ~~its~~In ~~capacity~~addition, as a ~~stockholder~~result of the ~~Company~~Fundamental Change and ~~who,~~Merger ~~collectively~~Event, ~~beneficially~~holders ~~own approximately 13%~~ of the ~~outstanding~~Notes ~~Shares,~~will ~~entered~~have ~~into~~ a ~~Tender~~right ~~and~~to ~~Support~~convert ~~Agreement~~their ~~(collectively,~~Notes ~~the~~for ~~“Tender~~Reference ~~and~~Property ~~Support~~(as ~~Agreements”)~~defined ~~with~~in ~~Parent~~the ~~and~~Base ~~Merger~~Indenture) ~~Sub.~~commencing ~~The~~on ~~Tender~~the ~~and~~Note ~~Support~~Effective ~~Agreements provide~~Date, ~~among~~subject ~~other~~to ~~things,~~the ~~that~~terms ~~each~~ of the ~~BCC~~Base ~~and~~Indenture ~~NEA~~as ~~Stockholders~~supplemented ~~will~~by ~~tender all of~~ the ~~Shares~~First ~~held~~Supplemental byIndenture, itas indescribed ~~the Offer~~below.

~~The~~As ~~Tender~~a ~~and~~result ~~Support~~of ~~Agreements~~the ~~have~~Merger ~~been~~Event, ~~included~~pursuant to ~~provide~~the ~~information~~Base ~~regarding~~Indenture, ~~their~~the ~~terms.~~Company ~~They~~and ~~are~~Trustee ~~not~~executed ~~intended~~a supplemental indenture, dated February 20, 2020 (the “First Supplemental Indenture”) to, ~~modify~~among orother ~~supplement~~things, ~~any~~change ~~factual~~each ~~disclosures~~Note ~~about~~holder’s right to convert Notes for Shares on and after the ~~applicable~~Note ~~stockholder~~Effective orDate into a right to convert Notes for Reference Property (as defined in the ~~Company~~Base Indenture), ~~Parent~~which orconsists of the Merger ~~Sub~~Consideration. inEach ~~any~~holder ~~public~~of ~~reports~~Notes ~~filed~~who ~~with~~elects ~~the~~to ~~SEC~~convert such Notes will receive an amount equal to 28.2079 multiplied by the ~~Company~~per share Merger Consideration per each $1,000 ~~Parent~~principal oramount ~~Merger~~of ~~Sub~~Notes.

The foregoing ~~descriptions~~description of ~~each~~the ofFirst ~~the~~Supplemental ~~Merger~~Indenture ~~Agreement~~is ~~and~~qualified in its entirety by reference to the ~~Tender~~First ~~and~~Supplemental ~~Support~~Indenture, ~~Agreements~~which dois ~~not~~filed ~~purport~~as toExhibit be4.1 ~~complete~~hereto and ~~are~~which ~~qualified~~is inincorporated ~~their~~herein ~~entirety~~ by reference. toFor the ~~full~~avoidance ~~text~~ of ~~each such agreement~~doubt, ~~which~~the ~~are~~foregoing ~~attached~~disclosure ~~hereto~~does asnot ~~Exhibits~~constitute ~~2.1,~~the ~~10.1~~Fundamental ~~and~~Change ~~10.2,~~Company ~~respectively,~~Notice ~~and~~(as ~~are~~defined ~~incorporated~~in ~~herein~~the byBase ~~reference~~Indenture).

Item 83.~~01Other~~01 Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~January~~February 10, 2020, Dermira (i) notified The Nasdaq Stock Market (“Nasdaq”) of the ~~Company~~anticipated consummation of the Merger and ~~Parent~~(ii) ~~issued~~requested athat ~~joint~~Nasdaq ~~press~~(x) ~~release~~suspend ~~announcing~~trading of the ~~execution~~Shares, effective February 20, 2020 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the ~~Merger~~Shares ~~Agreement.~~under ASection ~~copy~~12(b) of the ~~press~~Securities ~~release~~Exchange isAct ~~attached~~of 1934, as ~~Exhibit~~amended 99(the “Exchange Act”).1 Dermira intends to ~~this~~file ~~Current~~with ~~Report~~the SEC a certification on Form ~~8-K~~15 under the Exchange Act, requesting the suspension of Dermira’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

~~Additional~~Item ~~Information~~3.03 Material ~~about~~Modification ~~the~~to ~~Merger~~Rights ~~and~~of ~~Where~~Security toHolders. ~~Find It~~

The ~~Offer~~disclosures ~~for~~under the ~~Shares~~Introductory referenced in this Current Report on Form 8-K has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell SharesNote, ~~nor~~Item ~~is it a substitute for the Offer materials that Parent and Merger Sub will file with the SEC upon commencement of the Offer~~3. ~~At the time the Offer is commenced~~01, ~~Parent~~Item ~~and Merger Sub will file Offer materials on Schedule TO, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer~~5.01 THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and ~~certain~~Item ~~other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of the Company at no expense to them~~5.03 ~~The~~are ~~Offer~~incorporated ~~materials~~herein ~~and~~by ~~the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www~~reference.~~sec.gov.~~

InItem ~~addition~~5.01 Changes toin ~~the~~Control ~~Offer to Purchase, the related Letter~~ of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Parent and the Company file annual, quarterly and current reports and other information with the SECRegistrant. ~~Parent’s and the Company’s filings with the SEC are available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.~~

~~Cautionary~~As ~~Notice~~a ~~Regarding~~result ~~Forward-Looking~~of ~~Statements~~Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section

~~This~~251(h) ~~Form 8-K contains “forward-looking statements” relating to the acquisition~~ of ~~Company by Parent. Such forward-looking statements include~~ the ~~ability of the Company and Parent to complete the transactions contemplated by the Merger Agreement~~DGCL, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Such forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions and uncertainties. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived; the effects of disruption from the transactions contemplated by the Merger Agreement on ~~the~~February ~~Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees~~20, ~~suppliers and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense~~2020, ~~indemnification~~a ~~and~~change ~~liability; other uncertainties pertaining to the business of the Company, including those set forth~~ in ~~the~~control ~~“Risk Factors” and “Management’s Discussion and Analysis~~ of ~~Financial~~Dermira ~~Condition~~occurred and ~~Results~~Dermira of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, each of which are on file with the SEC and available on the SEC’s website at www.sec.gov. In addition to the risks described above and in the Company’s other filings with the SEC, other unknown or unpredictable factors could also affect the ability of the Company and Parent to complete the transactions contemplated by the Merger Agreement, and the timing thereof. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information contained in this Current Report on Form 8-K is ~~provided~~now ~~only~~a ~~as of the date of this Current Report on Form 8~~wholly-K,owned ~~and~~subsidiary ~~the Company undertakes no obligation to update any forward-looking statements either contained in or incorporated by reference into this report on account~~ of ~~new information, future events, or otherwise, except as required by law~~Lilly.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Eugene A. Bauer, M.D., David E. Cohen, M.D., M.P.H., Fred Craves, Ph.D., Matthew Fust, Halley E. Gilbert, Esq., Mark McDade, Jake Nunn, William Ringo, Kathleen Sebelius and Thomas G. Wiggans each resigned from his or her respective position as a member of the Dermira Board of Directors and any committee thereof. These resignations were not a result of any disagreement between Dermira and the directors on any matter relating to Dermira’s operations, policies or practices.

Following the Merger and pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time were Heather Wasserman, Gordon Brooks and Philip L. Johnson. The officers of Purchaser immediately prior to the Effective Time were Heather Wasserman as President, Philip L. Johnson as Vice President and Treasurer, Bronwen Mantlo as Secretary and Katie Lodato as Vice President, Corporate Tax and Assistant Treasurer. Information regarding the new directors and executive officers has been previously disclosed in Schedule 1 of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Lilly and Purchaser on January 22, 2020.

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
2.1		Agreement and Plan of Merger by and among Eli Lilly, Bald Eagle Acquisition Corporation and Dermira, Inc., dated January 10, 2020 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Dermira on January 10, 2020)*
10.1		Tender and Support Agreement, dated as of January 10, 2020, by and among Eli Lilly and Company, Bald Eagle Acquisition Corporation, New Enterprise Associates 13, L.P. and NEA Ventures 2011, Limited Partnership.
3.1		Amended and Restated Certificate of Incorporation of Dermira, Inc.
10.2		Tender and Support Agreement, dated as of January 10, 2020, by and among Eli Lilly and Company, Bald Eagle Acquisition Corporation, Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and Bay City Capital LLC.
3.2		Amended and Restated Bylaws of Dermira, Inc.
99.1		Joint Press Release, dated January 10, 2020.
4.1		First Supplemental Indenture, dated February 20, 2020, between Dermira, Inc. and U.S. Bank National Association.

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*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon 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 thereunto duly authorized.

	DERMIRA, INC.		~~DERMIRA, INC.~~
Date: January 10, 2020			By:	/s/ Andrew L. Guggenhime
Date: February 20, 2020	By:	/s/ Andrew L. Guggenhime
		Andrew L. Guggenhime		~~Andrew L. Guggenhime~~
		Chief Financial Officer		~~Chief Financial Officer~~

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