Item 1.02 Termination of a Material Definitive Agreement

On December 1, 2022, in connection with the consummation of the Merger, the Company terminated the Loan and Security Agreement, dated as of June 30, 2020, by and among the Company, the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the "Lenders"), and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and the Lenders, as amended on May 13, 2021 (the "Loan Agreement"), and terminated all commitments under the Loan Agreement and repaid in full all obligations under the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), other than any other obligations which, by the express terms of the Loan Agreement and the other Loan Documents, survive the termination of the Loan Agreement and the other Loan Documents and the repayment in full of the obligations.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The aggregate Cash Consideration is approximately $23.5 million.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing

On November 30, 2022, the Company (a) notified Nasdaq Global Market ("Nasdaq") of the consummation of the Merger and (b) requested that Nasdaq (i) suspend trading of the Common Stock effective prior to the opening of Nasdaq on December 1, 2022, and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to file a certification on Form 15 with the SEC requesting the deregistration of the Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Change in Control of Registrant

The information contained in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL, on November 30, 2022, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned indirect subsidiary of the Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, (i) each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company's Board of Directors, and any committee thereof effective as of the Effective Time, and (ii) Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.

In accordance with the terms of the Merger Agreement, David Fellows, Chris Hollowood and Ashwin Datt, each an officer of the Purchaser immediately prior to the Effective Time, became officers of the Company, with (i) Mr. Fellows as President, (ii) Dr. Hollowood as Treasurer and Secretary, and (iii) Mr. Datt as Assistant Secretary, in each case, effective as of the Effective Time. Biographical and other information with respect to Messrs. Fellows and Datt and Dr. Hollowood is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Syncona Portfolio Ltd on October 26, 2022 and is incorporated herein by reference.

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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time. Copies of the Company's sixth amended and restated certificate of incorporation and second amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.                                    Description

2.1           Agreement and Plan of Merger by and among the Parent, the Purchaser
            and the Company, dated October 23, 2022 (incorporated herein by
            reference to Exhibit 2.1 to the Current Report on Form 8-K filed with
            the SEC by the Company on October 24, 2022).

3.1*          Sixth Amended and Restated Certificate of Incorporation of the
            Company.

3.2*          Second Amended and Restated Bylaws of the Company.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



* Filed herewith.

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