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): December 18, 2023
MIRATI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35921
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46-2693615
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(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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3545 Cray Court, San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 332-3410
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock
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MRTX
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The Nasdaq Global Select Market
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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. ☐
As previously announced, on October 8, 2023, Mirati Therapeutics, Inc., a Delaware corporation (“Mirati”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), and Vineyard
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into Mirati (the “Merger”),
with Mirati surviving the Merger as a wholly owned subsidiary of Parent.
The consummation of the Merger is conditioned upon, among other things, the expiration or termination of any waiting periods applicable to the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Mirati and Parent made the necessary filings under the HSR Act with the Federal Trade Commission and
the Department of Justice on November 17, 2023. The required waiting period under the HSR Act with respect to the Merger expired at 11:59 p.m. Eastern time on December 18, 2023.
The termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. On December 13, 2023,
Mirati’s stockholders voted to adopt the Merger Agreement at a special meeting of stockholders held by Mirati. The closing of the Merger remains subject to the satisfaction or waiver of other customary closing conditions, including the receipt of any clearances or affirmative approvals required by antitrust authorities in certain other jurisdictions and the expiration or termination of any mandatory waiting period related thereto. Subject to the
satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, the parties expect the Merger to close in the first quarter of 2024.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding the proposed acquisition of Mirati by Parent. These statements may be identified by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,”
“project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance, although not all forward-looking statements
contain such terms. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. These statements are only predictions, and such forward-looking statements are based on current expectations
and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No
forward-looking statement can be guaranteed. Actual results may differ materially from current expectations because of numerous risks and uncertainties, including those inherent in the proposed acquisition of Mirati by Parent, including with
respect to (i) the risk that the Merger will not close when expected, if it all, (ii) whether the contingent consideration will become payable, (iii) the risk that the expected benefits or synergies of the acquisition will not be realized, (iv)
the risk that legal proceedings may be instituted related to the Merger Agreement, (v) any competing offers or acquisition proposals for Mirati, (vi) the possibility that various conditions to the consummation of the acquisition may not be
satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the acquisition, and (vii) unanticipated difficulties or expenditures relating to the proposed acquisition, the response of business
partners and competitors to the announcement of the proposed acquisition, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed acquisition. Forward-looking statements in this Current
Report on Form 8-K should be evaluated together with the many uncertainties that affect Parent’s business, particularly those identified in the cautionary factors discussion in Parent’s Annual Report on Form 10-K for the year ended December 31,
2022 (which is available at the SEC’s website (www.sec.gov)), and Mirati’s business, particularly those identified in the cautionary factors discussion in Mirati’s Annual Report on Form 10-K for the year ended December 31, 2022 (which is
available at the SEC’s website (www.sec.gov)), as well as other documents that may be filed by Parent or Mirati with the SEC from time to time. Neither Parent nor Mirati undertakes any obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made.
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.
Dated: December 19, 2023
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Mirati Therapeutics, Inc.
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By:
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/s/ John B. Moriarty, Jr.
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John B. Moriarty, Jr.
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Chief Legal Officer & Corporate Secretary
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