Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 of this Current Report on Form 8-K 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 March 6, 2023, Concert (i) notified the Nasdaq Global Market ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Company Common Stock effective before the opening of trading on March 6, 2023 and (B) file with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist the Company Common Stock and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Company Common Stock will no longer be listed on Nasdaq. Concert intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Concert's reporting obligations under Sections 13 and 15(d) of the Exchange Act and the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act.

Item 3.03 Material Modification of Rights of Security Holders.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

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Item 5.01 Changes in Control of the Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of Concert, and Concert became a wholly owned indirect subsidiary of Parent. The merger consideration was funded through a combination of Parent's available cash on hand and short-term financing arrangements.

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, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert's board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively. These departures were not a result of any disagreement between Concert and the directors or officers, as applicable, on any matter relating to Concert's operations, policies or practices.

The directors of Purchaser immediately prior to the Effective Time were Abhay Gandhi and Sudhir Valia. The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker.

Information regarding the new directors and executive officers has been previously disclosed in Schedule A to the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Sun Pharma and Purchaser with the SEC on February 2, 2023, as subsequently amended, which is incorporated herein by reference.

Additionally, on March 3, 2023, the Board of Directors of the Company approved transaction bonuses in the amount of $50,000 to each of Mr. Becker and Mr. Cassella. Such transaction bonuses are, subject to the closing of the Merger, payable no later than 60 days following the closing date of the Merger, provided that, in the event the applicable employee's employment is terminated without Cause prior to such payment date, then such employee shall remain entitled to receive his transaction bonus notwithstanding that such employee is no longer employed on the payment date.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Concert's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Second Amended and Restated By-Laws").

A copy of the Second Amended and Restated By-Laws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

 2.1*         Agreement and Plan of Merger, dated as of January 19, 2023, by and
            among Sun Pharmaceutical Industries Ltd., Foliage Merger Sub, Inc. and
            Concert Pharmaceuticals, Inc. (incorporated by reference to
            Exhibit 2.1 to Concert's Current Report on Form 8-K filed with the SEC
            on January 19, 2023).

 2.2          Contingent Value Rights Agreement, dated as of March 6, 2023, by and
            among Sun Pharmaceutical Holdings USA, Inc., Sun Pharmaceutical
            Industries Ltd., Computershare Inc. and Computershare Trust Company,
            N.A.

 3.1          Second Amended and Restated By-Laws, dated March 6, 2023.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The

Company hereby undertakes to furnish supplemental copies of any of the omitted

schedules upon request by the SEC; provided, however, that the Company may

request confidential treatment pursuant to Rule 24b-2 of the Securities

Exchange Act of 1934 for any schedules so furnished.

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