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): ~~September 30~~November 9, 2019

Dova Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-38135 (Commission File Number) 81-3858961 (IRS Employer Identification No.)

Delaware		001-38135		81-3858961
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

240 Leigh Farm Road, Suite 245 Durham, North Carolina (Address of Principal Executive Offices) 27707 (Zip Code)

240 Leigh Farm Road, Suite 245 Durham, North Carolina		27707
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 748-5975

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement 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 Securities Exchange Act of 1934:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		DOVA		The Nasdaq Stock Market LLC

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).

Emerging growth company x☒

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. x☒

~~Item~~INTRODUCTORY ~~1.01. Entry into a Material Definitive Agreement.~~NOTE

On November 12, 2019, Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Sobi”), completed the previously announced acquisition of Dova Pharmaceuticals, Inc., a Delaware corporation (“Dova”), pursuant to the Agreement and Plan of Merger, dated as of September 30, 2019 (the “Merger Agreement”), by and among Sobi, Dova and Dragonfly Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Sobi (“Purchaser”).

~~On September~~Item 30, 2019, Dova Pharmaceuticals, Inc., a Delaware corporation (“Dova”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Sobi”), and Dragonfly Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Sobi (“Purchaser”). The Merger Agreement provides that, upon the terms and subject to the conditions thereof, as promptly as practicable (but in no event more than ten business days following the date of the Merger Agreement), Purchaser will commence a tender offer (the “Offer”) to purchase each issued and outstanding share of common stock of Dova, $0.001 par value per share (the “Shares”), at an offer price of (i) $27.50 per Share, net to the seller thereof in cash, without interest and subject to any withholding taxes (the “Cash Amount”), plus (ii) one non-transferable contingent value right per Share (each, a “CVR”, and, the Cash Amount plus one CVR, collectively, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”), which will represent the right to receive $1.~~50,~~02 Termination ~~net to the seller thereof in cash, without interest and subject to any withholding taxes, upon the achievement~~ of a ~~specified~~Material ~~milestone~~Definitive ~~(the “Milestone Payment”), pursuant to the terms of the Contingent Value Rights~~ Agreement ~~in the form attached as Annex II to the Merger Agreement (the “CVR Agreement”)~~. Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will be merged with and into Dova, with Dova surviving as a wholly owned indirect subsidiary of Sobi (the “Merger”). The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”), which permits completion of the Merger without a vote of the holders of Shares upon the acquisition by Purchaser of a majority of the outstanding Shares. At the effective time of the Merger (the “Effective Time”), each Share, other than the Shares accepted for payment in the Offer and shares held by stockholders who validly exercise appraisal rights under Section 262 of the DGCL or by Dova, Sobi or their respective wholly owned subsidiaries, will be cancelled and converted into the right to receive the Offer Price.

~~Under~~On ~~the~~November 12, ~~terms of the Merger Agreement~~2019, ~~Purchaser’s obligation to accept and pay for Shares that are tendered~~ in ~~the~~connection ~~Offer~~with ~~is subject to~~ the ~~satisfaction~~transactions orcontemplated ~~waiver~~by ~~of customary conditions, including: (i)~~ the ~~condition~~Merger ~~that~~Agreement, ~~prior~~Dova toterminated ~~the expiration of the Offer, there have been validly tendered~~ and ~~not~~repaid ~~validly~~in ~~withdrawn~~full aall ~~number~~outstanding ofobligations due ~~Shares~~under that, ~~together~~certain ~~with~~Amended ~~Shares~~and ~~then~~Restated ~~owned~~Loan ~~by Purchaser~~ and ~~its~~Security ~~affiliates~~Agreement, ~~would~~dated ~~represent~~as ~~at least one Share more than 50%~~ of ~~the~~May ~~then~~6, ~~outstanding~~2019 ~~Shares;~~ (~~ii) the~~as ~~expiration~~amended, supplemented or ~~termination~~otherwise ofmodified ~~the~~from ~~applicable~~time ~~mandatory waiting period (and any extensions thereof) applicable~~ to ~~the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~time, ~~as amended; (iii)~~ the ~~accuracy~~“Loan ~~of Dova’s representations and warranties in the Merger~~ Agreement”), ~~subject to specified materiality qualifications; (iv) compliance~~ by ~~Dova~~and ~~with~~among ~~its covenants in the Merger Agreement in all material respects; (v) the absence of any change or effect which has had a material adverse effect on the business~~Dova, ~~assets~~AkaRx, ~~financial condition~~Inc., orWestRiver ~~results~~Innovation ofLending Fund ~~operations~~VIII, ofL.P. ~~Dova~~ and ~~its~~Silicon ~~subsidiaries~~Valley ~~taken as a whole (subject to customary carveouts) that is continuing; and (vi) the absence of legal restraints prohibiting the consummation of the transactions~~Bank.

~~The Merger Agreement provides that at the Effective Time: (i)~~Item ~~all outstanding options (whether vested or unvested) that have an exercise price of less than $27~~2.5001 Completion ~~will be cancelled and the holders thereof will be entitled to receive the Offer Price in respect~~ of ~~each~~Acquisition ~~Share covered by such option, less the applicable exercise price; and (ii) all outstanding restricted stock units (whether vested~~ or ~~unvested)~~Disposition ~~will be cancelled and the holders thereof will be entitled to receive the Offer Price in respect~~ of ~~each Share covered by such restricted stock unit~~Assets. In addition, any options with an exercise price between $27.50 and $29.00 would also be entitled to receive a payment in respect of each Share covered by such option in the event that the Milestone Payment occurs in an amount equal to the excess of $29.00 over the applicable exercise price.

~~The~~Pursuant to the Merger Agreement, ~~contains~~on ~~customary~~October ~~representations~~11, ~~warranties~~2019, Purchaser commenced a tender offer (the “Offer”) to purchase each issued and ~~covenants~~outstanding ~~for~~share ~~both~~of common stock of Dova, $0.001 par value per share (collectively, the “Shares”), at an offer price of (i) $27.50 per Share, net to the seller thereof in cash, without interest and ~~Sobi~~subject to any withholding taxes (the “Cash Amount”), ~~including~~plus (ii) one contingent value right per Share (each, a ~~covenant~~“CVR”), ~~regarding~~which will represent the ~~use~~right ofto ~~Sobi’s~~receive ~~and~~$1.50, ~~Dova’s~~net ~~reasonable~~to ~~best~~the ~~efforts~~seller thererof in cash, without interest and subject to ~~cause~~any withholding taxes (the ~~conditions~~Cash Amount plus one CVR, collectively, or any higher amount per Share paid pursuant to the ~~transactions~~Offer, ~~contemplated~~the by“Offer Price”), at the time provided in the Contingent Value Rights Agreement in substantially the form attached as Annex II to the Merger Agreement (the “Contingent Value Rights Agreement”), upon the terms and subject to bethe ~~satisfied. In~~conditions ~~addition~~set forth in the Offer to Purchase, ~~Dova~~dated ~~has~~as ~~agreed~~of October 11, 2019 (together with any amendments and supplements thereto, the “Offer to ~~certain~~Purchase”), ~~non-solicitation~~and ~~obligations~~in the related toletter ~~alternative~~of ~~acquisition~~transmittal, ~~proposals~~as amended and supplemented.

The ~~Merger~~Offer ~~Agreement~~and ~~provides~~any ~~certain~~withdrawal ~~termination~~ rights ~~for~~thereunder ~~both~~expired ~~Dova~~one ~~and~~minute ~~Sobi~~following ~~and~~11:59 ~~further~~p.m., ~~provides~~Eastern ~~that~~Time, aon ~~termination~~November ~~fee~~8, of2019 ~~$32~~(the ~~million~~“Expiration ~~will~~Date”) beand ~~payable~~was bynot ~~Dova~~extended. toAmerican ~~Sobi~~Stock ~~upon~~Transfer ~~termination~~& ofTrust Company, LLC, the ~~Merger~~depositary ~~Agreement~~for ~~under~~the ~~certain~~Offer, ~~circumstances~~has advised Sobi and Purchaser that, ~~including~~as ifof the ~~board~~Expiration ofDate, ~~directors~~an aggregate of ~~Dova~~26,312,870 ~~enters~~Shares ~~into~~(excluding aShares ~~transaction~~with ~~agreement~~respect into ~~respect~~which Notices of aGuaranteed ~~“superior~~Delivery ~~offer”~~were ordelivered) ifhad ~~Sobi~~been ~~terminates~~validly tendered and not validly withdrawn pursuant to the ~~Merger~~Offer, ~~Agreement~~which astendered aShares ~~result~~represent approximately 91.2% of anthe ~~adverse~~aggregate ~~change~~voting ~~recommendation~~power of the ~~board~~Shares ofthen ~~directors~~outstanding. ofOn ~~Dova~~November 9, 2019, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer.

~~Concurrently~~Following ~~with~~consummation of the ~~execution~~Offer, ~~and~~the ~~delivery~~remaining ofconditions to the Merger ~~Agreement,~~were ~~Paul~~satisfied B.or ~~Manning~~waived (and, ~~certain~~on ~~related~~November ~~entities)~~12, 2019, pursuant to the terms of the Merger Agreement and ~~Sean~~in ~~Stalfort~~accordance with Section 251(~~each~~h) ~~such~~of ~~person~~the General orCorporation ~~entity,~~Law aof ~~“Tendering~~the ~~Stockholder~~State of Delaware (the “DGCL”), ~~entered~~Purchaser ~~into~~merged ~~Tender~~with and ~~Support~~into ~~Agreements~~Dova (~~each,~~the a “~~Tender Agreement~~Merger”) with ~~Sobi~~Dova ~~and~~continuing ~~Purchaser,~~as ~~pursuant~~the tosurviving ~~which~~corporation ~~each~~and ~~Tendering~~an ~~Stockholder~~indirect ~~agreed,~~wholly ~~among~~owned ~~other~~subsidiary ~~things,~~of toSobi ~~tender~~(the “Surviving ~~his,~~Corporation”). ~~her~~In orthe ~~its~~Merger, ~~Shares~~each ~~into~~Share ~~the~~that ~~Offer~~was issued and, ifoutstanding ~~necessary~~immediately ~~and~~prior ~~subject~~ to the ~~terms~~effective time of the ~~Tender~~Merger ~~Agreement,~~(the ~~vote~~“Effective ~~his,~~Time”) ~~her~~(other orthan ~~its~~ Shares held by (i) in ~~favor~~Dova ofor any ~~matter~~of ~~necessary~~its tosubsidiaries ~~the~~(including ~~consummation~~any ofShares ~~the~~held in ~~transactions~~treasury), ~~contemplated~~Sobi byor ~~the~~Purchaser ~~Merger~~or ~~Agreement~~any ~~and~~other ~~considered~~direct ~~and~~or ~~voted~~indirect ~~upon~~wholly byowned ~~the~~subsidiary ~~Dova~~of ~~stockholders,~~Sobi or (ii) ~~against~~ any ~~alternative~~Dova ~~acquisition~~stockholder ~~proposal,~~who ~~(iii) against~~is ~~the~~entitled ~~adoption~~to demand and properly demands appraisal of ~~any~~such ~~definitive~~Shares ~~agreement~~pursuant to, and who complies in ~~respect~~all ofrespects anwith, Section ~~alternative~~262 ~~acquisition~~of ~~proposal~~the DGCL and ~~(iv) against~~who, ~~any~~as ~~other~~of ~~action~~the ~~that~~Effective ~~would~~Time, inhad ~~any~~neither ~~manner~~effectively ~~(A) change~~withdrawn ~~the~~nor ~~voting~~lost its rights ofto ~~any~~such ~~class~~appraisal ofand ~~capital~~payment ~~stock~~under ofthe ~~Dova~~DGCL orwith (Brespect to such Shares) ~~otherwise~~ ~~reasonably~~and benot ~~expected~~validly tendered and accepted pursuant to ~~prevent,~~the ~~materially~~Offer ~~interfere~~was automatically ~~with~~converted orinto ~~materially~~the ~~impede~~right to receive the Offer orPrice, ~~the~~without ~~Merger~~interest thereon.

2In addition, pursuant to the Merger Agreement, at the Effective Time: (i) all outstanding options (whether vested or unvested) that had an exercise price of less than $27.50 were cancelled and the holders thereof became entitled to receive the Offer Price in respect of each Share covered by such option, less the applicable exercise price; and (ii) all outstanding restricted stock units (whether vested or unvested) were cancelled and the holders thereof became entitled to receive the Offer Price in respect of each Share covered by such restricted stock unit. In addition, any options with an exercise price between $27.50 and $29.00 will be entitled to receive a payment in respect of each Share covered by such option upon the achievement of a specified milestone provided in the Contingent Value Rights Agreement, in an amount equal to the excess of $29.00 over the applicable exercise price.

~~The~~Purchaser ~~Tendering~~paid ~~Stockholders~~a ~~are~~total ~~generally~~of ~~prohibited~~approximately ~~from~~$868 ~~transferring~~million ~~their~~in ~~Shares~~cash ~~(subject~~in tothe ~~certain~~Offer ~~exceptions),~~ and ~~over~~Merger a(exclusive ~~majority~~ of ~~Dova’s~~amounts ~~outstanding~~that ~~Shares~~may ~~are~~be ~~covered~~payable byon the ~~Tender Agreements. However~~CVRs), inwithout ~~the~~giving ~~event~~effect ~~the~~to ~~board~~related oftransaction ~~directors~~fees ofand ~~Dova~~expenses, ~~makes~~and anfunded the ~~adverse~~payments ~~change~~required ~~recommendation~~to inthe ~~compliance~~complete ~~with~~ the ~~terms~~Offer ofand ~~the~~ Merger ~~Agreement,~~with ~~the~~a ~~number~~combination of ~~Shares~~cash ~~that~~on ~~would~~hand ~~continue~~and todebt befinancing ~~covered by the Tender Agreements would be decreased to 30% of the outstanding Shares~~sources.

The foregoing ~~description~~descriptions of the Offer, the Merger and the Merger Agreement ~~does~~do not purport to be complete and isare qualified in ~~its~~their entirety by reference to the full text of the Merger Agreement, a copy of which is was filed as Exhibit 2.1 ~~hereto and is incorporated by reference herein. The Merger Agreement has been attached~~ to ~~provide investors with information regarding its terms. It is not intended to provide any other factual information about Sobi, Purchaser or~~ Dova.’s InCurrent ~~particular,~~Report ~~the~~on ~~representations,~~Form ~~warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of~~8-K, ~~and~~filed ~~were~~with ~~and are solely for~~ the ~~benefit~~Securities of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by a confidential disclosure letter made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and ~~may~~Exchange beCommission ~~subject to standards of materiality applicable to~~ (the ~~contracting~~“SEC”) ~~parties~~on ~~that~~October ~~differ from those applicable to investors. The confidential disclosure letter contains information that modifies~~3, ~~qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Accordingly~~2019, ~~the representations~~ and ~~warranties~~is ~~may~~incorporated ~~not~~herein ~~describe~~by ~~the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact~~reference.

~~CVR Agreement~~2

~~Pursuant~~The toinformation ~~the~~set ~~Merger~~forth ~~Agreement,~~in ~~at or prior to~~ the ~~effective~~Introductory ~~time~~Note ~~of the Merger, Sobi~~ and aItems ~~rights agent (the “Rights Agent”) will enter into the CVR Agreement governing the terms of the CVRs issued as part of the Offer Price~~5.01 ~~The~~and ~~Rights Agent will maintain an up-to-date register of the holders of CVRs (the “Holders”)~~5. ~~Holders~~03 ~~shall~~is ~~not~~incorporated beherein ~~permitted~~by ~~to transfer CVRs (subject to certain limited exceptions)~~reference.

~~Each CVR will entitle its Holder to receive $1~~Item 3.5001 Notice ~~upon approval~~ of ~~avatrombopag~~Delisting ~~for~~or ~~the~~Failure ~~treatment of Chemotherapy-Induced Thrombocytopenia by the United States Food and Drug Administration. Sobi has agreed~~ to ~~use~~Satisfy ~~“Diligent~~a ~~Efforts”~~Continuing ~~(as~~Listing ~~defined~~Rule inor ~~the~~Standard; ~~CVR~~Transfer ~~Agreement)~~of ~~to achieve the foregoing milestone~~Listing.

~~The~~On ~~foregoing~~November 11, ~~summary~~2019, in contemplation of the ~~principal~~consummation ~~terms~~of the Merger, Dova requested The Nasdaq Stock Market LLC (“Nasdaq”) suspend trading of the ~~CVR~~Shares effective ~~Agreement~~at ~~does~~8:00 ~~not~~p.m., ~~purport~~Eastern Time. Prior to bemarket ~~complete~~open on November 12, 2019, Dova notified Nasdaq of the consummation of the Merger and isrequested ~~qualified~~that inNasdaq file ~~its~~with ~~entirety~~the bySEC ~~reference~~a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the ~~full~~Shares ~~form~~under Section 12(b) of the ~~CVR~~Securities ~~Agreement~~Exchange Act of 1934, as amended (the “Exchange Act”). Dova intends to file with the SEC a ~~copy~~certification on Form 15 under the Exchange Act, requesting the suspension of Dova’s ~~which~~reporting isobligations ~~included~~under asSections an13 ~~exhibit~~and 15(d) of the Exchange Act with respect to the ~~Merger~~Shares. ~~Agreement~~The ~~filed~~information asset ~~Exhibit~~ forth in Item 2.101 ~~hereto~~is ~~and~~ incorporated herein by reference ~~herein~~.

~~Cautionary~~Item 3.03 Material ~~Notes~~Modification ~~Regarding~~to ~~Forward-Looking~~Rights ~~Statements~~of Security Holders.

~~Certain~~The ~~statements either contained in or incorporated by reference into this document, other than purely historical~~ information, including statements relating to the sale of Dova and any statements relating to Dova’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions set forth in the ~~Merger~~Introductory ~~Agreement~~Note and ~~the possibility of any termination of the Merger Agreement~~Items 2.01, The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements3. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the Merger; uncertainties as to how many of Dova’s stockholders will tender their Shares in the Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived01, ~~including~~5.01 ~~that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the transactions of Dova’s business~~ and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; and other uncertainties pertaining to the business of Dova, including those detailed in Dova’s public filings with the Securities and Exchange Commission (the “SEC”) from time to time, including Dova’s Annual Report on FormItem ~~10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019~~5. ~~The~~03 ~~reader~~ is ~~cautioned~~incorporated ~~not~~herein ~~to unduly rely on these forward-looking statements. Dova expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required~~ by ~~law~~reference.

3Item 5.01. Change in Control of Registrant.

~~Additional~~The ~~Information~~information ~~about~~set forth in the ~~Transaction~~Introductory Note and ~~Where~~Item to2.01 ~~Find~~is Itincorporated herein by reference.

~~The~~As ~~Offer has not yet commenced. This filing and the attached exhibits are neither an offer to buy nor~~ a ~~solicitation~~result of anthe ~~offer~~consummation ~~to sell any securities~~ of ~~Dova. The solicitation and~~ the ~~offer~~Offer ~~to buy shares of Dova’s common stock will only be made pursuant to tender offer materials that Sobi~~ and ~~Purchaser will file with~~ the ~~SEC on Schedule TO~~Merger, ~~including~~there anwas ~~offer~~a tochange ~~purchase,~~in acontrol ~~letter~~ of ~~transmittal~~Dova, and ~~other related materials that Purchaser intends to file with the SEC and thereafter~~Sobi, ~~Dova~~as ~~will file with~~ the ~~SEC~~direct aparent Recommendation Statement on Schedule 14D-9 with respect to the Offer. DOVA’S STOCKHOLDERS ARE STRONGLY ADVISED TO READ THESE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER THAT DOVA’S STOCKHOLDERS SHOULD CONSIDER PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Once filed, investors will be able to obtain a free copy of ~~these~~Dragonfly ~~documents~~Holding ~~at the website maintained by the SEC at www~~Corp.~~sec.gov~~ ~~or from the information agent~~ and indirect ~~dealer~~parent ~~manager~~of ~~named in the Schedule TO. Investors may also obtain~~Purchaser, atacquired nocontrol ~~charge, the documents filed with or furnished to the SEC by Dova under the “Investors” section~~ of Dova~~’s website at www~~.~~dova.com.~~

Item 95.0102. Departure ~~Financial~~of ~~Statements~~Directors ~~and~~or ~~Exhibits~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of Paul Manning, David Zaccardelli, Steven Goldman, Roger Jeffs, Alfred Novak, Sean Stalfort and Nancy Wysenski resigned as directors of the board of directors of Dova (dthe “Board”) ~~Exhibits~~ and from all committees of the Board on which such directors served, effective as of the Effective Time. In addition, effective as of the Effective Time, all of the Company’s executive officers ceased to be officers of the Company and, effective as of November 12, 2019, each of David Zaccardelli, President and Chief Executive Officer, Mark W. Hahn, Chief Financial Officer, and Jason Hoitt, Chief Commercial Officer, separated from the Company. Each of Messrs. Zaccardelli, Hahn and Hoitt is entitled to receive payments in accordance with the terms of the previously disclosed Company Officer Change in Control Severance Benefit Plan.

Exhibit Number		Exhibit Description
2.1*		Agreement and Plan of Merger, dated as of September 30, 2019, by and among Dova Pharmaceuticals, Inc., Swedish Orphan Biovitrum AB (publ) and Dragonfly Acquisition Corp.

In accordance with the terms of the Merger Agreement, the directors and executive officers of Purchaser immediately prior to the Effective Time, which consisted of Guido Oelkers, Henrik Stenqvist and Torbjörn Hallberg, became the directors and executive officers of Dova immediately after the Effective Time. Biographical and other information with respect to the new directors and executive officers of Dova is set forth in Schedule I 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 Sobi, Dragonfly Holding Corp. and Purchaser on October 11, 2019 (together with any amendments and supplements thereto), which is incorporated herein by reference.

* Schedules omitted pursuant to Item ~~601 of Regulation S-K~~5.03. Amendments ~~The Company agrees~~ to ~~furnish~~Articles ~~supplementally a copy~~ of ~~any~~Incorporation ~~omitted~~or ~~schedule~~Bylaws; toChange ~~the~~in ~~SEC~~Fiscal ~~upon request~~Year.

4At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation and by-laws attached hereto as Exhibits 3.1 and 3.2, respectively, became the certificate of incorporation and by-laws of Dova. The information set forth in Item 2.01 is incorporated herein by reference.

~~SIGNATURES~~Item 7.01 Regulation FD Disclosure.

~~Pursuant~~On toNovember ~~the~~12, ~~requirements~~2019, ofSobi ~~the~~and ~~Securities~~Dova ~~Exchange~~issued ~~Act~~a ofjoint ~~1934,~~press release announcing the ~~registrant~~completion ~~has~~of ~~duly~~the ~~caused~~Offer ~~this~~and ~~report~~the toMerger. beA ~~signed~~copy onof ~~its~~the ~~behalf~~press byrelease ~~the~~is ~~undersigned~~attached ~~hereunto~~hereto ~~duly~~as ~~authorized~~Exhibit 99.1 and is incorporated herein by reference.

	Dova Pharmaceuticals, Inc.
Date: October 3, 2019	/s/ Mark W. Hahn
	Mark W. Hahn
	Chief Financial Officer

Item 9.01 Financial Statements and Exhibits.

5(d) Exhibits

Exhibit Number		Exhibit Description

2.1*		Agreement and Plan of Merger, dated as of September 30, 2019, by and among Dova Pharmaceuticals, Inc., Swedish Orphan Biovitrum AB (publ) and Dragonfly Acquisition Corp (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on October 3, 2019).

3.1		Amended and Restated Certificate of Incorporation of Dova Pharmaceuticals, Inc., dated as of November 12, 2019.

3.2		Amended and Restated Bylaws of Dova Pharmaceuticals, Inc., dated as of November 12, 2019.

99.1		Joint Press Release, dated November 12, 2019 (incorporated by reference to Exhibit (a)(5)(E) of the Schedule TO/A filed with the SEC by Sobi, Dragonfly Holding Corp. and Dragonfly Acquisition Corp. on November 12, 2019).

*	Schedules omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

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.

	Dova Pharmaceuticals, Inc.


Date: November 12, 2019	By:	/s/ Marc Banjak
		Name:	Marc Banjak
		Title:	General Counsel

Filing Compare · Dova Pharmaceuticals Inc.