Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note are incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The disclosures under the Introductory Note are incorporated herein by reference.
On
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.
As a result of the consummation of the Offer and the Merger, there was a change in control of Stemline, and Menarini, as the ultimate parent of Purchaser, acquired control of Stemline. To the knowledge of Stemline, there are no arrangements that may at a subsequent date result in a further change in control of Stemline.
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,
Pursuant to the Merger Agreement, as of the Effective Time, the director of
Purchaser immediately prior to the Effective Time became the director of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal
Year.
Pursuantto the terms of the Merger Agreement, as of the Effective Time, Stemline'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, at the Effective Time, Stemline's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated By-Laws").
Copiesof 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 8.01 Other Events.
The 2020 Annual Meeting of Stockholders of Stemline was originally scheduled to
be held on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedMay 3, 2020 , amongStemline Therapeutics, Inc. ,Berlin-Chemie AG andMercury Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Stemline's Current Report on Form 8-K filed with theSEC onMay 4, 2020 ).* 3.1 Amended and Restated Certificate of Incorporation ofStemline Therapeutics, Inc. , datedJune 10, 2020 . 3.2 Amended and Restated By-Laws ofStemline Therapeutics, Inc. , datedJune 10, 2020 .
*Schedules to the Agreement and Plan of Merger have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such
schedules to the
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