Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note and Item 3.01 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.
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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 Dicerna, and Novo, as the indirect parent of Purchaser, acquired control of Dicerna. To the knowledge of Dicerna, there are no arrangements which may at a subsequent date result in a further change in control of Dicerna.
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
The directors of Purchaser immediately prior to the Effective Time were
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, Dicerna's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Second Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Dicerna'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").
Copies of the Second Amended and Restated Certificate of Incorporation and the Second 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.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedNovember 17, 2021 , by and amongDicerna Pharmaceuticals, Inc. , Novo Nordisk A/S, andNNUS New Research, Inc. (incorporated by reference to Exhibit 2.1 to Dicerna's Current Report on Form 8-K filed with theSEC onNovember 18, 2021 ).* 3.1 Second Amended and Restated Certificate of Incorporation, datedDecember 28, 2021 . 3.2 Second Amended and Restated By-Laws, datedDecember 28, 2021 . 99.1 Press release by Dicerna, datedDecember 28, 2021 .
* 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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