Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers. |
Effective May 15, 2023, Dr. Lisa Olson, Head of Research and Chief Scientific Officer
of Magenta Therapeutics, Inc. (the Company or Magenta), has left the Company due to the completion of the sale of certain of Magentas assets and its announced proposed merger with Dianthus Therapeutics, Inc.
(Dianthus). The Company thanks Dr. Olson for her contributions and guidance to Magenta during her tenure. Magenta has entered into a consulting agreement with Dr. Olson for work on an as-requested basis and at an hourly rate.
Dr. Olson will be entitled to receive severance upon the execution of a separation agreement satisfactory to Magenta. Assuming the execution of this
agreement, Dr. Olson will be entitled to receive severance benefits pursuant to the terms of her Amended and Restated Employment Agreement with the Company, with an effective date of May 2, 2022, attached as Exhibit 10.11 to Magentas
Annual Report on Form 10-K filed with the SEC on March 23, 2023.
Forward-Looking Statements
This Current Report on Form 8-K and any exhibits filed or furnished herewith contain forward-looking
statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning Magenta, Dianthus, the proposed transactions and other matters. These forward-looking statements include express
or implied statements relating to: completion of the proposed merger between Magenta and Dianthus; severance arrangements; the contents of Dr. Olsons separation agreement; and the Companys plans to retain Dr. Olson as a
consultant. The words anticipate, believe, contemplate, continue, could, estimate, expect, intends, may, might, plan,
possible, potential, predict, project, should, will, would and similar expressions (including the negatives of these terms or variations of them) may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential
effects.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Magentas control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the closing
or consummation of the transaction are not satisfied, including the failure to obtain stockholder approval for the transaction; the risk that the concurrent financing is not completed in a timely manner or at all; uncertainties as to the timing of
the consummation of the proposed transaction and the ability of each of Magenta and Dianthus to consummate the transactions contemplated by the proposed transaction; risks related to Magentas continued listing on Nasdaq until the closing of
the proposed transaction and the combined companys ability to remain listed following the proposed transaction; risks related to Magentas and Dianthus ability to correctly estimate their respective operating expenses and expenses
associated with the proposed transaction, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending
and costs that could reduce the combined companys cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement or any of the transactions contemplated
thereby; the effect of the announcement or pendency of the proposed merger on Magentas or Dianthus business relationships, operating results and business generally; costs related to the proposed merger; the outcome of any legal
proceedings that may be instituted against Magenta, Dianthus or any of their respective directors or officers related to the merger agreement or the transactions contemplated thereby; the ability of Magenta or Dianthus to protect their respective
intellectual property rights; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; potential adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; legislative, regulatory, political and economic developments; and those uncertainties and factors described under the heading Risk Factors, Risk Factor Summary and
Forward-Looking Statements in the Magentas most recent Annual Report on Form 10-K filed with the SEC on March 23, 2023, as well as discussions of potential risks,
uncertainties, and other important factors included in Magentas other filings made with the Securities and Exchange Commission from time to time, any risk factors related to Magenta or Dianthus made available to you in connection with the
proposed transaction, as well as risk factors associated with companies, such as Dianthus, that operate in the biopharma industry. Should one or more of these risks or uncertainties materialize, or should any of Magentas or Dianthus
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Magenta does not
undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements. This Current Report on Form 8-K does not purport to summarize all of the conditions, risks
and other attributes of an investment in Magenta.
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