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Under the terms of the Merger Agreement, at the closing of the Merger Zogenix will pay $175 million in cash and issue $75 million in shares of Zogenix common stock (the “Shares”). There are currently no approved therapies for this disease. Believed to be significantly underdiagnosed, TK2d affects up to 2,500 patients in the United States, primarily infants and young children. Modis’ lead product candidate, MT1621, an investigational deoxynucleoside substrate enhancement therapy, is in late-stage development for the treatment of thymidine kinase 2 (“TK2d”), an inherited mitochondrial DNA depletion disorder that predominantly affects children and is often fatal. Zogenix’s board of directors and Modis’ board of directors have each unanimously approved the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement. The Merger Agreement provides that Merger Sub will merge with and into Modis, with Modis surviving as a wholly-owned subsidiary of Zogenix (the “Merger”). (the “Company” or “Zogenix”) entered into an agreement to acquire Modis Therapeutics, Inc., a privately-held Delaware corporation (“Modis”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Zogenix, Modis, Xena Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Zogenix (“Merger Sub”), and Shareholders Representative Services LLC, a Colorado limited liability company, as the shareholders’ representative. ☐Įntry into a Material Definitive Agreement. 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. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 of this chapter). Securities registered pursuant to Section 12(b) of the Act: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 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.