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): February 5, 2021
GEMINI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39438 | 85-1612845 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
300 One Kendall Square, 3rd Floor Cambridge, MA |
02139 | |
| (Address of principal executive offices) | (Zip Code) |
(617) 401-4400
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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-commencements 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 Symbols |
Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | GMTX | The Nasdaq Global 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). |
| ☐ | 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 7.01. Regulation FD Disclosure.
On February 5, 2021, Gemini Therapeutics, Inc. (f/k/a FS Development Corp.), a Delaware corporation (the “Company”), completed the transactions contemplated by the Merger Agreement, dated as of October 15, 2020, among the Company, FSG Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Gemini Therapeutics Sub, Inc., a Delaware corporation (“Old Gemini”), and Shareholder Representative Services LLC, pursuant to which Merger Sub merged with and into Old Gemini, with Old Gemini surviving the merger as a wholly-owned subsidiary of the Company.
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SIGNATURE
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.
| Gemini Therapeutics, Inc. | ||
| By: | /s/ Jason Meyenburg | |
| Name: Jason Meyenburg | ||
| Title: Chief Executive Officer | ||
Dated: February 5, 2021
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