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): ~~August 29~~October 13, 2020

AIMMUNE THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-37519

45-2748244

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8000 Marina Blvd, Suite 300 Brisbane, CA		94005
8000 Marina Blvd, Suite 300 Brisbane, CA 94005		94005
(Address of Principal Executive Offices)		(Zip Code)

(650) 614-5200

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

☐	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 Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

AIMT

Nasdaq Global Select Market

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 ☐

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. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

OnAs previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 2931, 2020, Aimmune Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of August 29, 2020 (the “Merger Agreement”), with ~~Sociétés~~Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“Nestlé”), and SPN MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of Nestlé (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will, and Nestlé will cause Merger Sub to, commence a tender offer (the “Offer”) as promptly as reasonably practicable thereafter, but in no event later than September 14, 2020, to acquire any and all of the outstanding shares of the Company’s common stock (the “Company Common Stock”) owned by the Company stockholders other than Nestlé and its affiliates (the “Unaffiliated Stockholders”), at a purchase price of $34.50 per share of Company Common Stock (the “Offer Price”), net to the seller thereof in cash, without interest and subject to reduction for any applicable withholding taxes. The Merger Agreement includes a remedy of specific performance and is not subject to a financing condition.

~~Merger~~Pursuant ~~Sub’s obligation~~ to ~~purchase~~ the ~~Company Common Stock validly tendered pursuant to the Offer is subject to the satisfaction or waiver of certain conditions set forth in the~~ Merger Agreement, ~~including,~~on ~~(i)~~September ~~that enough shares of Company Common Stock be validly tendered and not validly withdrawn which~~14, ~~when added to the shares of Company Common Stock owned by Nestlé and its wholly owned subsidiaries~~2020, ~~would~~Merger ~~represent~~Sub atcommenced ~~least~~ a ~~majority~~tender ofoffer (the ~~outstanding shares of Company Common Stock as of the expiration of the~~ “Offer~~; (ii~~”) ~~the~~ ~~waiting~~to ~~period~~purchase ~~applicable~~all toof the ~~purchase~~outstanding of shares of ~~Company~~common ~~Common~~stock, ~~Stock~~$0.0001 ~~pursuant~~par tovalue ~~the~~per ~~Offer~~share, ~~and the consummation~~ of the ~~Merger~~Company (~~as defined below) under~~ the ~~Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (or any extension thereof~~“Shares”) ~~will have either expired or terminated; (iii) there is no temporary restraining order~~, ~~preliminary~~owned ~~or permanent injunction or judgment issued~~ by ~~any court of competent jurisdiction or law in~~ the ~~United~~Company ~~States~~stockholders orother ~~Germany~~than inNestlé ~~effect~~and ~~restraining,~~its ~~enjoining~~affiliates, ~~making~~at ~~illegal,~~a orprice ~~otherwise preventing or prohibiting the making~~ of ~~the~~$34.50 ~~Offer~~per orShare (the ~~consummation of the Merger or the~~ “Offer ~~as of the expiration of the Offer; (iv~~Price”) ~~the~~, ~~approvals~~net ~~required under any antitrust and merger laws in Germany are obtained at or prior~~ to the ~~expiration~~seller ~~of the Offer; (v) the accuracy of the representations and warranties of the Company contained~~ in ~~the~~cash, ~~Merger~~without ~~Agreement~~interest, and subject to ~~customary~~any ~~exceptions; (vi) the Company’s performance or compliance in all material respects with its obligations~~ required towithholding ~~be performed or complied with by it under the Merger Agreement at or prior to the expiration~~ of ~~the Offer; (vii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement; and (viii) other customary conditions~~taxes.

~~Following~~The ~~the~~Offer ~~completion~~expired ofat ~~the~~12:00 ~~Offer~~midnight, ~~and~~Eastern ~~upon~~time, ~~the~~on ~~terms~~October 9, ~~and~~2020 ~~subject~~(such totime ~~the conditions set forth in the Merger Agreement~~ and ~~in accordance with the Delaware General Corporation Law (the “DGCL”)~~date, ~~Merger Sub will merge with and into~~ the ~~Company (the~~ “~~Merger~~Expiration Date”). ~~Following~~Equiniti ~~the~~Trust ~~Merger~~Company, ~~the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation~~ in ~~the~~its ~~Merger~~capacity as adepositary ~~wholly~~for ~~owned subsidiary of Nestlé (~~the “Surviving Corporation”). The Merger will be governed by Section 251(h) of the DGCL and will be effected without a vote of the Company’s stockholders. At the date and time at which the Merger becomes effective (the “Effective Time”)Offer, byadvised ~~virtue of the~~ Merger ~~and without any action on the part of the holders of any shares of capital stock of Nestlé, Merger~~ Sub ~~or the Company~~that, ~~(i) each~~as ~~share~~ of ~~capital stock of Merger Sub issued and outstanding immediately prior to~~ the ~~Effective~~Expiration ~~Time will be automatically converted into one validly issued~~Date, ~~fully paid and nonassessable share of common stock~~43, ~~par value $0.01 per share~~435,583 ofShares ~~the~~were ~~Surviving~~validly ~~Corporation;~~tendered ~~(ii) each share of Company Common Stock issued~~ and ~~outstanding~~not ~~immediately~~withdrawn ~~prior~~pursuant to the ~~Effective~~Offer, ~~Time~~which ~~that~~represented isapproximately ~~directly~~78% ~~owned by Nestlé or Merger Sub at such time (including all shares~~ of ~~Company Common Stock accepted for payment pursuant to~~ the ~~Offer,~~Fully ~~whether~~Diluted orShares ~~not~~(as ~~such~~defined ~~shares are registered~~ in the ~~name of~~ Merger ~~Sub~~Agreement) ~~or any of its affiliates~~ as of the ~~Effective~~Expiration ~~Time)~~Date. orAll ~~held~~of in the ~~treasury~~conditions ofto the ~~Company~~Offer orwere ~~owned~~satisfied byor ~~any wholly owned subsidiary of the Company~~waived, ~~will automatically be canceled~~ and ~~will~~on ~~cease~~October 13, ~~to exist~~2020, ~~and~~Merger noSub ~~consideration~~irrevocably ~~will~~accepted befor ~~delivered~~payment inall ~~exchange~~Shares ~~therefor;~~that ~~and~~were ~~(iii) each~~validly ~~share~~tendered ofand ~~Company~~not ~~Common~~withdrawn. ~~Stock issued and~~

~~outstanding~~Following ~~immediately~~Merger ~~prior~~Sub’s toacceptance ~~the~~for ~~Effective~~payment ~~Time~~of ~~(other~~the ~~than~~Shares ~~shares~~tendered pursuant to bethe ~~canceled~~Offer, inon ~~accordance~~October 13, 2020, Merger Sub merged with and into the ~~foregoing~~Company ~~and~~(the ~~any~~“Merger”), ~~shares~~with ofthe Company ~~Common~~continuing ~~Stock~~as ~~owned~~the bysurviving ~~Company~~corporation ~~stockholders~~in ~~who~~the ~~are~~Merger. ~~entitled~~The toMerger ~~appraisal~~was ~~rights~~governed ~~under~~by Section ~~262~~251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) and ~~have~~was ~~complied~~effected ~~with~~without ~~all~~a ~~provisions~~vote of the ~~DGCL~~Company’s ~~concerning~~stockholders. ~~such~~At ~~rights~~the effective time of the Merger (the “~~Dissenting~~Effective ~~Shares~~Time”)), ~~will~~each ~~automatically~~Share beoutstanding ~~converted~~immediately ~~into~~prior to the ~~right~~Effective toTime ~~receive~~(other anthan ~~amount~~(i) Shares inowned ~~cash~~by ~~equal~~Nestlé toor Merger Sub, (ii) Shares held in the ~~Offer~~treasury ~~Price,~~of ~~subject~~the toCompany ~~reduction~~or ~~for~~owned by any ~~applicable~~wholly ~~withholding~~owned ~~taxes~~subsidiary ~~and~~of ~~without~~the ~~interest~~Company and (iii) Shares as to which the ~~“Merger~~holder ~~Consideration”~~thereof has properly exercised appraisal rights under Section 262 of the DGCL). ~~Dissenting~~were, ~~Shares~~without ~~will~~any ~~not~~further beaction on the part of the holder of such Share, converted into the right to receive an amount in cash per Share equal to the ~~Merger~~Offer ~~Consideration~~Price, ~~but~~without ~~will~~any ~~become~~interest ~~the~~and ~~right~~subject to ~~receive~~ the ~~fair~~withholding ~~value~~ of ~~such~~taxes, ~~shares~~payable ofto ~~Company~~the ~~Common~~holder ~~Stock~~thereof ~~pursuant~~upon tosurrender of the ~~procedures~~certificate ~~set~~formerly ~~forth~~representing, inor ~~Section 262~~book-entry transfer of, ~~the~~such ~~DGCL~~Share.

InImmediately ~~addition,~~prior asto of the Effective Time, (i) each Company Stock Option (as defined in the Merger Agreement) that iswas outstanding and unexercised immediately prior to the Effective Time ~~will~~vested ~~vest~~ in full and ~~will~~terminated ~~terminate~~ and ~~will be~~ converted into the right to receive a cash payment, less any required withholding, equal to the product of (A) the number of ~~shares~~Shares ~~of Company Common Stock~~ that were subject to such Company Stock Option immediately prior to the Effective Time and (B) the excess, if any, of the Offer Price over the per ~~share~~Share exercise price of such Company Stock Option; provided, however, that if the exercise price iswas equal to or greater than the Offer Price, the Company Stock Option ~~will~~was be terminated and cancelled for no payment as provided under the Company Equity Plans (as defined in the Merger Agreement); (ii) each Company RSU (as defined in the Merger Agreement) that iswas outstanding immediately prior to the Effective Time ~~will~~vested ~~vest~~ in full (which, for the Company PSUs (as defined in the Merger Agreement), ~~will~~assumed ~~assume~~ that all performance vesting conditions ~~have~~had been met) and ~~will~~terminated ~~terminate~~ and ~~will be~~ converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of ~~shares~~Shares ~~of Company Common Stock~~ subject to the Company RSU; and (iii) all Company Equity Plans ~~will~~were be terminated.

The ~~Merger~~foregoing ~~Agreement~~summary ~~contains~~of ~~customary~~the ~~representations,~~Merger ~~warranties~~Agreement and ~~covenants, including covenants obligating~~ the ~~Company~~transactions tocontemplated ~~continue~~thereby todoes ~~conduct~~not ~~its~~purport ~~business in the ordinary course,~~ to ~~cooperate~~be incomplete ~~seeking regulatory approvals~~ and ~~not~~is ~~to engage in certain specified transactions or activities without Nestlé’s prior consent. In addition,~~ subject to ~~certain exceptions~~, ~~the~~and ~~Company~~qualified ~~has~~in ~~agreed~~its ~~not~~entirety ~~to solicit~~by, ~~initiate, knowingly facilitate or knowingly encourage~~ the ~~submission~~full ortext ~~announcement~~ of ~~any inquiries, proposals or offers that constitute or would reasonably be expected to lead to a Takeover Proposal (as defined in~~ the Merger Agreement), orattached ~~take~~as ~~certain~~Exhibit ~~other restricted actions in connection therewith~~2.1 ~~Notwithstanding~~to the ~~foregoing,~~Current ifReport ~~the~~on ~~Company~~Form ~~receives a bona fide written Takeover Proposal from a third party after the date of the Merger Agreement that did not result from a material breach of the non~~8-~~solicitation~~K ~~provisions~~filed ofby the ~~Merger Agreement and the~~ Company’s ~~Board~~on ~~of Directors (the “Board”) determines in good faith~~August 31, ~~after~~2020 ~~consultation with its financial advisors~~ and ~~outside~~incorporated ~~legal~~herein ~~counsel,~~by that such Takeover Proposal constitutes or would reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement) and the failure to take certain actions would be inconsistent with the Board’s fiduciary duties under applicable law, then, the Company may take certain actions to participate in discussions and negotiations and furnish information with respect to such Takeover Proposal, after providing written notice to Nestlé of such determinationreference.

~~The~~Item ~~Company will (i) file with the U~~1.S.02 ~~Securities~~Termination ~~and Exchange Commission (the “SEC”) a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, which will reflect the terms and conditions~~ of the Merger Agreement, describe and make the Recommendation (as defined below) with respect to the Offer, describe the related Board approvals, and include the notice of appraisal rights in the Merger to the holders of shares of Company Common Stock required by Section 262 of the DGCL, and the Fairness Opinions (as defined in the Merger Agreement) in their entirety (including a ~~description~~Material ofDefinitive each Fairness Opinion and the financial analysis relating thereto), and (ii) not withhold, withdraw or rescind (or modify or qualify in a manner adverse to Nestlé or Merger Sub), or publicly propose to withhold, withdraw or rescind (or modify or qualify in a manner adverse to Nestlé or Merger Sub), the Recommendation or the findings or conclusions of the Board, or fail to include the Recommendation in the Schedule 14D-9. However, subject to the satisfaction of certain terms and conditions, the Company and the Board, as applicable, are permitted to take certain actions which may, as more fully described in the Merger Agreement

~~Agreement~~Effective ~~and~~as ~~subject~~of toOctober 13, ~~the~~2020, ~~procedures~~immediately ~~set~~following ~~forth~~consummation ~~therein,~~of ~~include changing~~ the ~~Recommendation and entering into a definitive agreement with respect to a Superior Proposal if~~Merger, ~~among other things,~~ the ~~Board~~Company ~~has~~terminated ~~determined in good faith (after consultation with its outside legal counsel and financial advisors) that~~ the ~~failure to take such action would be inconsistent with the Board~~Company’s ~~fiduciary~~2015 ~~duties~~Equity ~~under~~Incentive ~~applicable~~Award ~~law.~~Plan, ~~The~~2015 ~~Company~~Employee ~~will~~Stock ~~also~~Purchase ~~prepare~~Plan and ~~file~~2013 aStock ~~Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer, which will include the Recommendation~~Plan.

~~The~~In ~~Merger~~addition, ~~Agreement~~on ~~also~~October 13, ~~contains~~2020 ~~certain~~and ~~customary~~in ~~termination~~connection ~~rights~~with inthe ~~favor~~consummation of ~~each of~~ the ~~Company~~Offer and ~~Nestlé, including~~ the ~~Company’s right~~Merger, ~~subject to certain limitations, to terminate~~ the ~~Merger~~Company ~~Agreement~~prepaid in ~~certain~~full ~~circumstances~~all toof ~~accept~~its aoutstanding ~~Superior~~obligations ~~Proposal~~in ~~(as~~respect ~~defined~~of inprincipal, ~~the~~interest, ~~Merger~~expenses, ~~Agreement)~~fees and ~~Nestlé’s~~other ~~right~~charges tounder ~~terminate~~ the ~~Merger~~Credit Agreement, ifdated ~~the~~January 3, ~~Board~~2019 ~~changes~~(the ~~its~~“Credit ~~Recommendation. In addition~~Agreement”), ~~either~~among ~~Nestlé or~~ the Company, ~~may terminate~~ the ~~Merger~~lenders ~~Agreement~~from iftime ~~the~~to time ~~upon~~party ~~which~~thereto ~~the~~and ~~acceptance~~Cortland ~~for~~Capital ~~payment~~Market ofServices ~~shares~~LLC, ofas ~~Company~~administrative ~~Common~~agent ~~Stock~~and ~~pursuant~~collateral toagent. ~~and~~The ~~subject~~aggregate toprepayment ~~the~~amount ~~conditions~~was ofapproximately ~~the~~$148.1 million ~~Offer~~ (the “~~Acceptance~~Payoff ~~Time~~Amount”) ~~has not occurred by December 31~~and, ~~2020;~~upon ~~provided,~~payment ~~that, if any~~ of the ~~conditions~~Payoff toAmount, the ~~closing~~obligations of the ~~Offer~~Company ~~related~~and toits ~~obtaining~~subsidiaries ~~the requisite antitrust approvals have not been made by such date, then such date will be automatically extended~~ to ~~January 31, 2021. In connection with a termination of~~ the ~~Merger~~lenders ~~Agreement~~thereunder ~~under~~were ~~specified~~satisfied ~~circumstances, including due to a change~~ in ~~the Recommendation~~full, the ~~entry~~Credit byAgreement ~~the~~and ~~Company~~all ~~into~~related aloan ~~definitive~~documents ~~agreement~~were ~~with~~terminated ~~respect~~and toall aliens ~~Superior~~and ~~Proposal,~~security orinterests ~~certain~~granted ~~other~~thereunder ~~triggering~~were ~~events,~~released ~~the~~and ~~Company will be required to pay Nestlé a termination fee of $85,000,000~~terminated.

~~The~~Item ~~Board~~2.01 ~~(by~~Completion ~~unanimous vote~~ of ~~its~~Acquisition ~~disinterested~~or ~~members)~~Disposition ~~has (i) declared that the Merger Agreement and the transactions contemplated the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interests~~ of, the Company and the Unaffiliated Stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 251(h) thereof), (c) recommended that the Unaffiliated Stockholders accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer, and (d) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time (such recommendations, the “Recommendation”). Assets

~~The~~As ~~foregoing~~described ~~description of the Merger Agreement and the transactions contemplated thereunder is not complete and is qualified~~ in ~~its entirety by reference to~~ the ~~Merger~~Introductory ~~Agreement~~Note above, ~~a copy of which is hereby filed as Exhibit 2.1 to this Current Report~~ on ~~Form~~October 13, ~~8-K~~2020, ~~(this~~Merger ~~“Report”)~~Sub ~~and~~irrevocably ~~incorporated~~accepted ~~herein~~for bypayment ~~reference.~~all ~~The~~Shares ~~Merger~~validly ~~Agreement~~tendered and ~~the~~not ~~foregoing~~withdrawn ~~description~~pursuant ~~thereof have been included~~ to ~~provide investors and stockholders with information regarding~~ the ~~terms~~Offer ofon ~~the~~or ~~Merger~~prior ~~Agreement. They are not intended~~ to ~~provide any other factual information about~~ the ~~Company.~~Expiration The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such partiesDate. InOn ~~particular~~October 13, ~~in reviewing the representations~~2020, ~~warranties and covenants contained in~~ the Merger ~~Agreement~~was ~~and~~effected ~~discussed~~pursuant ~~in the foregoing description, it is important~~ to ~~bear~~Section 251(h) ~~in mind that such representations, warranties and covenants were negotiated with the principal purpose~~ of ~~allocating risk between~~ the ~~parties,~~DGCL ~~rather~~without ~~than establishing matters as facts. Such representations, warranties and covenants may also be subject to~~ a ~~contractual~~vote ~~standard~~ of ~~materiality~~the ~~different~~Company’s ~~from those generally applicable to~~ stockholders, ~~and reports and documents filed~~ with the ~~SEC,~~Company ~~and~~continuing ~~are~~as ~~also qualified in important part by a confidential disclosure schedule delivered by~~ the ~~Company~~surviving tocorporation ~~Nestlé~~ in ~~connection with~~ the Merger ~~Agreement~~. ~~Investors~~Upon ~~and~~the ~~stockholders~~consummation ~~are~~of ~~not third-party beneficiaries under~~ the Merger ~~Agreement. Accordingly~~, ~~investors and stockholders should not rely on such representations, warranties and covenants as characterizations of~~ the ~~actual~~Company ~~state~~became ofa ~~facts~~wholly orowned ~~circumstances~~subsidiary ~~described therein. Information concerning the subject matter~~ of ~~such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~Nestlé.

~~Item~~The 7aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares owned by Nestlé or Merger Sub), was approximately $1.0187 billion. ~~Regulation~~Affiliates FDof ~~Disclosure~~Nestlé provided Merger Sub with the necessary funds to fund the Offer and the Merger from their cash on hand.

OnThe ~~August 31,~~information ~~2020,~~contained ~~the~~in ~~Company issued a press release announcing~~ the ~~execution~~Introductory Note of ~~the~~this ~~Merger~~Current ~~Agreement.~~Report Aon ~~copy~~Form of8-K ~~the press release~~ is ~~hereby~~incorporated ~~furnished~~by asreference ~~Exhibit~~into ~~99.1 to~~ this ~~Report~~Item 2.01.

~~The information contained in this~~ Item 72.0104 ~~and~~Triggering inEvents ~~Exhibit~~That ~~99.1~~Accelerate of ~~this~~Increase ~~Report~~a ~~shall~~Direct ~~not~~Financial beObligation ~~deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~an ~~subject~~Obligation ~~to the liabilities of that section, nor shall it be incorporated by reference into any filing~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet ~~of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.~~ Arrangement

~~Item~~Consummation 9of the Offer resulted in a change of control of the Company under the Credit Agreement, which constituted an Event of Default under the Credit Agreement.~~01.~~ ~~Financial~~The ~~Statements~~information contained in the Introductory Note and ~~Exhibits~~Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, (i) the Company notified The Nasdaq Stock Market (“Nasdaq”) of the consummation of the Merger and (ii) Nasdaq (x) halted trading in the Shares prior to market open on the morning of October 13, 2020 and thereafter suspended trading of the Shares on Nasdaq and (y) filed with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Shares be deregistered under Section 12(g) of the Exchange Act, at the time such filing is permitted under SEC rules.

Item 3.03

Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 1.02, 2.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant

As a result of the Offer and the Merger, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly owned subsidiary of Nestlé. The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Upon completion of the Merger on October 13, 2020, Andrew Oxtoby, James Pepin, and Baird Radford became the members of the Company’s board of directors. Accordingly, each of Jayson D.A. Dallas, M.D., Mark T. Iwicki, Greg Behar, Brett Haumann, M.D., Mark McDade, Stacey Seltzer, Patrick Enright, and Kathryn Falberg ceased serving as members of the Company’s board of directors at the Effective Time. These departures were solely in connection with the Merger and not a result of any disagreement with the Company, its management or its board of directors.

Immediately following the Effective Time, (i) Jayson Dallas ceased serving as President and Chief Executive Officer of the Company, (ii) Eric Bjerkholt ceased serving as Chief Financial Officer of the Company, (iii) Daniel Adelman ceased serving as Chief Medical Officer of the Company, (iv) Andrew Oxtoby ceased serving as Chief Commercial Officer of the Company and (v) Douglas Sheehy ceased serving as General Counsel and Secretary of the Company. Immediately following the Effective Time, each of the following persons was appointed to the position within the Company opposite their name: (a) Andrew Oxtoby – Chief Executive Officer and President, (b) Baird Radford – Chief Financial Officer and Treasurer and (c) James Pepin – Senior Vice President and General Counsel and Secretary.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement (the “Second Amended and Restated Certificate of Incorporation”) and the Company’s Amended and Restated Bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time (the “Second Amended and Restated Bylaws”).

Copies of the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated as of August 29, 2020, by and among Aimmune Therapeutics, Inc., Sociétés des Produits Nestlé S.A., and SPN MergerSub, Inc.
2.1		Agreement and Plan of Merger, dated as of August 29, 2020, by and among Nestlé, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 31, 2020)
99.1		Press Release of the Company, dated August 31, 2020.
3.1		Second 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 – the cover page XBRL tags are embedded within the Inline XBRL document.

* Certain exhibits and 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 exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.

Additional Information and Where to Find It:

The Offer described above has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to purchase shares of Company Common Stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Nestlé and Merger Sub intend to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 transaction statement, in each case with respect to the Offer. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Nestlé, Merger Sub and the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors & Media” section of the Company’s website at www.aimmune.com. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER TO PURCHASE AND THE SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT OF THE COMPANY, AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.

Forward-Looking Statements

The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the planned completion of the transactions contemplated by the Merger Agreement. Additional statements include, but are not limited to, statements regarding: the Company’s expectations regarding the potential benefits of PALFORZIA; the Company’s expectations regarding the potential commercial launch of PALFORZIA; and the Company’s expectations regarding potential applications of the CODIT approach to treating life-threatening food allergies.

Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the Offer and the Merger; uncertainties as to the percentage of the Company stockholders tendering their shares in the Offer; the possibility that competing offers may be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the Company’s business, including the risks and uncertainties detailed in the Company’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Merger Sub and Nestlé, and the Solicitation/Recommendation Statement and Schedule 13E-3 transaction statement to be filed by the Company in connection with the Offer. Risks and uncertainties that contribute to the uncertain nature of the forward-looking statements regarding the Company’s business may include: the expectation that the Company will need additional funds to finance its operations; the Company’s dependence on the success of PALFORZIA; the Company’s ability to build a commercial field organization and distribution network; the degree of acceptance of PALFORZIA among physicians, patients, healthcare payors, patient advocacy groups and the general medical community; the Company’s ability to obtain favorable coverage and reimbursement from third-party payors for PALFORZIA; the Company’s reliance on third parties for the manufacture of PALFORZIA; the Company’s ability to implement and comply with the REMS for PALFORZIA; possible regulatory developments in the United States and foreign countries; and the Company’s ability to attract and retain senior management personnel.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

SIGNATURE

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.

Dated: August 31, 2020

AIMMUNE THERAPEUTICS, INC.

Dated: October 19, 2020

AIMMUNE THERAPEUTICS, INC.

/s/ ~~Douglas~~Andrew ~~Sheehy~~Oxtoby

~~Douglas~~Andrew ~~Sheehy~~Oxtoby

~~General~~Chief ~~Counsel~~Executive Officer and ~~Secretary~~President

Filing Compare · Aimmune Therapeutics, Inc.