UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 241, 2021

Pandion Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39381	83-3015614
(State or other Jurisdictionof Incorporation)	(CommissionFile No.)	(I.R.S. EmployerIdentification No.)
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

134 Coolidge Avenue

Watertown, Massachusetts 02472

(Address of principal executive offices, including Zip Code)

(617) 393-5925

(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 (see General Instruction A.2):

☐	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		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.001 per share		PAND		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.~~

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2021, by Pandion Therapeutics, Inc., a Delaware corporation (“Pandion”), Pandion entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated February 24, 2021, with Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”), and Panama Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Merck (“Merger Sub”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

OnPursuant ~~February~~to ~~24,~~the ~~2021~~Merger Agreement, upon the terms and subject to the ~~Pandion~~conditions ~~Therapeutics~~thereof, ~~Inc.,~~Merger Sub commenced a ~~Delaware~~tender ~~corporation~~offer (the “~~Pandion~~Offer”) on March 4, ~~entered~~2021 ~~into~~to anacquire ~~Agreement~~all ~~and~~of ~~Plan~~the outstanding shares of ~~Merger~~Pandion common stock (the “~~Merger Agreement~~Shares”) ~~with~~at ~~Merck~~an ~~Sharp &~~offer ~~Dohme~~price ~~Corp~~of $60.,00 aper ~~New~~Share, ~~Jersey~~net ~~corporation~~to ~~(“Merck”),~~the ~~and~~seller ~~Panama~~in ~~Merger Sub~~cash, ~~Inc.,~~without ainterest ~~Delaware corporation~~ and aless ~~wholly~~any ~~owned~~tax ~~subsidiary~~withholding ~~of Merck~~ (the “~~Merger~~Offer ~~Sub~~Price”).

~~Pursuant~~The toOffer ~~the~~and ~~Merger~~related ~~Agreement,~~withdrawal ~~upon~~rights expired as scheduled at one minute after 11:59 p.m., New York City time, on March 31, 2021 (such date, the ~~terms~~“Expiration Date”), and ~~subject~~the toOffer was not extended. Computershare Trust Company N.A., in its capacity as the ~~conditions~~depositary ~~thereof~~for the Offer, ~~Merger~~has ~~Sub~~advised ~~will~~that, ~~commence~~as of athe ~~tender~~expiration ~~offer~~of (the “Offer”), 27,770,123 Shares were validly tendered and not validly withdrawn pursuant to ~~acquire~~the ~~all~~Offer, representing approximately 88.6% of the sum of (a) all Shares then outstanding ~~shares~~at ofthe Expiration Date and (b) all Shares that Pandion ~~common~~would ~~stock~~be required to issue upon the vesting (including vesting solely as a result of the ~~“Shares”~~consummation of the Offer), atconversion, ansettlement ~~offer~~or ~~price~~exercise of ~~$60.00~~all ~~per~~then ~~Share~~outstanding warrants, ~~net~~options, benefit plans, obligations or securities convertible or exchangeable into Shares, or other rights to acquire or be issued Shares, regardless of the conversion or exercise price or other terms and conditions thereof. The number of Shares tendered satisfied the Minimum Condition. As the ~~seller~~Minimum inCondition ~~cash,~~and ~~without~~each ~~interest~~of (the “other conditions of the Offer ~~Price”)~~have been satisfied, Merger Sub has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

~~The~~Following ~~obligation~~consummation of ~~Merger~~the ~~Sub~~Offer, tothe ~~purchase~~remaining ~~Shares~~conditions ~~tendered~~to in the ~~Offer~~merger isof ~~subject~~Merger ~~to the~~Sub ~~satisfaction~~with orand ~~waiver~~into ofPandion (the ~~conditions~~“Merger”) set forth in ~~Annex I to~~ the Merger Agreement, ~~including~~were ~~(i) that~~satisfied, ~~there shall have been validly tendered~~ and ~~not~~on ~~validly~~April 1, ~~withdrawn that number of Shares that~~2021, ~~when added to any Shares then owned by~~ Merck ~~and~~completed its ~~controlled~~acquisition ~~affiliates,~~of ~~represent~~Pandion atby ~~least~~consummating ~~one Share more than half of~~ the ~~sum~~Merger ofwithout ~~(A) all~~a ~~Shares~~meeting ~~then outstanding as~~ of ~~the~~stockholders ~~expiration~~ of ~~the~~Pandion ~~Offer,~~in ~~and~~accordance with Section 251(Bh) ~~all~~ ~~Shares~~of ~~that Pandion may be required to issue upon~~ the ~~vesting (including~~General ~~vesting~~Corporation ~~solely~~Law ~~as a result~~ of the ~~consummation~~State of ~~the Offer)~~Delaware, ~~conversion,~~with ~~settlement~~Pandion orcontinuing ~~exercise~~as ofthe ~~all~~surviving ~~then~~corporation ~~outstanding~~(the ~~warrants,~~“Surviving ~~options,~~Corporation”). ~~benefit~~At ~~plans,~~the ~~obligations~~effective ortime ~~securities convertible or exchangeable into Shares, or other rights to acquire or be issued Shares, regardless~~ of the ~~conversion~~Merger ~~or exercise price or other terms and conditions thereof~~ (the “~~Minimum~~Effective ~~Condition~~Time”);, ~~(ii)~~Shares ~~the~~not ~~expiration~~purchased orpursuant ~~termination~~to of the ~~waiting~~Offer ~~period~~(other ~~under~~than ~~the Hart-Scott-Rodino Antitrust~~certain ~~Improvements~~excluded ~~Act~~Shares ~~of 1976,~~ as ~~amended~~described (in the ~~“HSR~~Merger ~~Act”~~Agreement) ~~and~~were ~~receipt~~converted ofinto ~~clearance,~~the ~~approval~~right orto ~~consent~~receive ~~under~~the ~~any~~Offer ~~other~~Price. ~~applicable~~As ~~antitrust~~a ~~law;~~result ~~and~~of ~~(iii) those~~the ~~other~~Merger, ~~conditions~~Pandion ~~set~~became ~~forth~~a inwholly-owned ~~Annex~~subsidiary Iof ~~to the Merger Agreement~~Merck.

~~Following~~Pursuant to the ~~consummation~~Merger ofAgreement, immediately prior to the ~~Offer~~Effective Time, each unexpired and ~~upon~~unexercised ~~the~~option ~~terms~~to ~~and~~purchase ~~subject~~Shares under any Pandion stock plan (each, a “Company Stock Option”), to the ~~conditions~~extent ofunvested, became fully vested and exercisable. At the ~~Merger~~Effective ~~Agreement~~Time, ~~Merger~~each ~~Sub~~Company ~~will~~Stock ~~merge~~Option ~~with~~was cancelled and converted into ~~Pandion, with~~the ~~Pandion~~right ~~surviving~~to asreceive a ~~wholly~~payment ~~owned~~in ~~subsidiary~~cash ofequal ~~Merck~~to (the product ~~“Merger”~~of (i). the Intotal ~~the~~number ~~Merger,~~of ~~each~~Shares ~~Share~~subject ~~issued~~to ~~and~~such ~~outstanding~~Company Stock Option immediately prior to ~~the~~such ~~effective~~cancellation ~~time~~and (ii) the ~~“Effective~~excess, ~~Time”)~~if any, of the ~~Merger~~Offer ~~(other~~Price ~~than~~over ~~certain excluded~~the ~~Shares~~exercise asprice ~~described~~per inShare ~~the~~subject ~~Merger~~to ~~Agreement)~~such ~~will~~Company ~~automatically~~Stock beOption immediately ~~converted~~prior ~~into the right~~ to ~~receive~~such ~~the Offer Price~~cancellation.

InThe ~~addition,~~foregoing ~~immediately prior~~description toof the ~~Effective~~Merger ~~Time,~~Agreement ~~each~~is ~~unexpired~~not complete and ~~unexercised~~is ~~option~~qualified toin ~~purchase~~its ~~Shares~~entirety ~~under~~by ~~any Pandion stock plan (each, a “Company Stock Option”), shall,~~ reference to the ~~extent~~Merger ~~unvested~~Agreement, become fully vested and exercisable immediately prior to, and contingent upon, the Effective Time. At the Effective Time, each Company Stock Option shall be cancelled and converted into the right to receive, a ~~payment~~copy ~~in cash equal to the product~~ of ~~(i) the~~which ~~total~~is ~~number~~filed ofas ~~Shares~~Exhibit ~~subject~~2.1 to ~~such Company~~Pandion’s ~~Stock~~Current ~~Option~~Report ~~immediately~~on ~~prior~~Form ~~to such cancellation and (ii) the excess~~8-K, iffiled ~~any,~~with of the ~~Offer~~SEC ~~Price~~on ~~over the exercise price per Share subject to such Company Stock Option immediately prior to such cancellation. No holder of a Company Stock Option that~~February 25, ~~as of immediately prior to such cancellation~~2021, ~~has~~and ~~an exercise price per Share that~~ is ~~equal~~incorporated toherein orby ~~greater than the Offer Price shall be entitled to any payment with respect to such cancelled Company Stock Option~~reference.

~~The~~Item ~~Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature~~2.01 ~~Among~~Completion ~~other things, until the earlier~~ of ~~the~~Acquisition ~~termination of the Merger Agreement~~ or ~~the~~Disposition Effective Time, Pandion has agreed to operate its business in the ordinary and usual course consistent with past practice and has agreed to certain other operating covenants, as set forth fully in the Merger Agreement. The Merger Agreement also prohibits Pandion’s solicitation of proposals relating to alternative transactions and restricts Pandion’s ability to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such transaction, subject to certain limited exceptionsAssets.

~~Either~~The ~~Pandion~~disclosures orunder ~~Merck may terminate~~ the ~~Merger~~ ~~Agreement~~Introductory inNote ~~certain~~and ~~circumstances,~~Item ~~including~~3.01 ifare ~~(i) the~~incorporated ~~Offer~~herein ~~is not completed~~ by ~~June 24,~~reference. 2021, subject to automatic extension in the event that antitrust approval has not been obtained (the “Outside Date”), (ii) a governmental authority of a jurisdiction in which Merck or any of its affiliates operate their respective businesses or own assets has issued a final non-appealable judgment preventing the consummation of the Offer or the Merger or any applicable law by such a governmental authority makes

~~consummation~~Item of3.01 ~~the~~Notice ~~Offer or the Merger illegal, (iii) the Offer has expired without the acceptance~~ of ~~the~~Delisting ~~Shares for payment, in a circumstance in which all of the conditions to the Offer have been satisfied~~ or ~~waived~~Failure ~~(other than the Minimum Condition), following extension of the Offer pursuant~~ to ~~the~~Satisfy ~~Merger Agreement or (iv) the other party breaches its representations, warranties or covenants in the Merger Agreement in~~ a ~~way that~~Continued ~~would~~Listing ~~cause~~Rule any condition of the Offer not to be satisfied, subject to the right of the breaching party to cure the breach. In addition, Pandion may terminate the Merger Agreement, subject to compliance with specified process and notice requirements, in order to enter into an agreement with a third party who has made a “Superior Proposal” (as defined in the Merger Agreement), and Merck may terminate the Merger Agreement if Pandion’s board of directors has changed its recommendation in favor of the Offer and the Merger, failed to include its recommendation in the Schedule 14D-9, failed to reaffirm its recommendation when requested by Merck or ~~has taken certain other actions described in the Merger Agreement (each a “Company Adverse Recommendation Change”)~~Standard; orTransfer ~~if Pandion has violated or breached in any material respect the non-solicitation provision~~ of ~~the Merger Agreement~~Listing.

InThe ~~the~~disclosures ~~event~~under ~~of a termination of~~ the ~~Merger~~Introductory ~~Agreement~~Note ~~under~~are ~~certain~~incorporated ~~specified~~herein ~~circumstances, including (i) termination~~ by Pandion to enter into an agreement providing for a Superior Proposal, (ii) termination by Merck following a Company Adverse Recommendation Change, (iii) termination by Merck because Pandion has violated or breached in any material respect the non-solicitation provision, or (iv) termination because (A) after the date of the Merger Agreement an “Acquisition Proposal” (as defined in the Merger Agreement) has either been made to Pandion or been publicly made directly to Pandion’s stockholders; (B)(1) the Outside Date has occurred, (2) the Offer has expired without the acceptance of the Shares for payment, or (3) Pandion has breached and not cured any representation, warranty or covenant such that a condition to the Offer is not capable of being satisfied; and (C) within twelve months following (B)(1), (2) or (3), Pandion or any of its subsidiaries signs a definitive agreement for an Acquisition Proposal or consummates an Acquisition Proposal, Pandion may be required to pay Merck a termination fee equal to $65,000,000reference.

~~Tender~~On April 1, 2021, Pandion (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and ~~Support~~(ii) requested that ~~Agreement~~Nasdaq (A) suspend trading of the Shares effective before the opening of trading on April 1, 2021 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. Pandion intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Pandion’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Concurrently~~Item with the execution and delivery of the Merger Agreement, certain stockholders (each a “Tendering Stockholder”) each entered into a Tender and Support Agreement (the “Support Agreements”) with Merck and Merger Sub, pursuant to which each Tendering Stockholder agreed, among other things, to tender his, her or its Shares subject to such Support Agreement (the “Covered Shares”) pursuant to the Offer and, if necessary, vote his, her or its Covered Shares (i) in favor of, in the event any vote or consent of the stockholders of Pandion is required to adopt the Merger Agreement, the Merger, the execution and delivery by Pandion of the Merger Agreement and the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (ii) against any proposal, action or agreement that would reasonably be expected to (1) prevent or nullify any provision of the Support Agreement, (2) result in any of the Offer Conditions not being satisfied on or before the Expiration Date or the conditions to the Merger set forth in Article 8 of the Merger Agreement not being satisfied on or before the Outside Date or (3) impede, interfere with or prevent the consummation of the Offer or the Merger, (iii) against any Acquisition Proposal, (iv) against any change in or to (1) the Company’s board of directors that is not recommended by the existing board of directors of the Company, (2) the present capitalization or corporate structure of the Company, or (3) the Company’s governing documents not consented to by Merck under the Merger Agreement and (v) against any extraordinary corporate transaction such as a merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, share exchange, reorganization, recapitalization, dissolution, liquidation, any sale, lease license or transfer of a material amount of assets of Pandion or winding up of or by Pandion.03 InMaterial ~~general,~~Modification ~~no Tendering Stockholder may propose, commit or agree~~ to ~~take~~ ~~any~~Rights ~~action inconsistent with any~~ of ~~the~~Security ~~foregoing clauses (i), (ii), (iii), (iv) or (v)~~Holders.

~~Each~~The ~~Tendering~~disclosures ~~Stockholder~~under ~~also agrees that, except as provided in~~ the ~~Support~~Introductory ~~Agreement~~Note, ~~he,~~Item ~~she or it will not (i) offer to transfer~~3.01, ~~transfer~~Item or5.01 ~~consent~~and toItem ~~transfer~~5.03 ~~any~~are ofincorporated ~~its~~herein ~~Covered~~by Shares, (ii) enter into any agreement to transfer his, her or its Covered Shares, (iii) grant any proxy, power-of-attorney or other authorization in respect of its Covered Shares, (iv) deposit any of its Covered Shares into a voting trust or enter into a voting agreement or arrangement, (v) create or permit to exist any lien on any of the Covered Shares, or (vi) take any other action that would restrict, limit or interfere with the performance of the Tendering Stockholder’s obligations under the Support Agreement in any material respect or otherwise make any representation or warranty of the Tendering Stockholder untrue or incorrect in any material respectreference.

AsItem ~~of February 24, 2021, approximately 39~~5.9%01 ofChanges ~~the~~in ~~outstanding~~Control ~~Shares are subject to the Support Agreements. The Support Agreements generally provide for termination upon the earlier~~ of ~~(i) the mutual written agreement of Merck and the Tendering Stockholder, (ii) the Effective Time, and (iii) the termination of the Merger Agreement~~Registrant.

~~Additional~~The disclosures ~~Information~~under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

~~The~~As ~~foregoing description~~a result of the ~~Merger~~consummation ~~Agreement~~of the Offer and the ~~Support~~Merger, ~~Agreements~~there iswas ~~not~~a ~~complete~~change ~~and~~in iscontrol ~~qualified~~of inPandion, ~~its~~and ~~entirety~~Merck, byas ~~reference~~the todirect ~~the~~parent of Merger ~~Agreement~~Sub, ~~which~~acquired iscontrol ~~attached~~of ~~as Exhibit 2~~Pandion.1 toTo ~~this report, and~~ the ~~Form~~knowledge of ~~Support Agreement~~Pandion, ~~which~~there ~~is attached~~are asno ~~Exhibit~~arrangements ~~99.1~~which tomay ~~this~~at ~~report,~~a ~~both~~subsequent ofdate ~~which~~result ~~are~~in ~~incorporated~~a ~~herein~~further change byin ~~reference~~control of Pandion.

~~The~~Item ~~Merger Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of these agreements~~5.02 ~~They~~Departure ~~are not intended to provide any other factual information about Pandion. The representations, warranties and covenants contained in each~~ of ~~these~~ ~~documents~~Directors ~~were~~ or ~~will~~Certain beOfficers; ~~made~~Election ~~only as~~ of ~~specified~~Directors; ~~dates~~Appointment ~~for the purposes~~ of ~~such~~Certain ~~agreement,~~Officers; ~~were~~Compensatory ~~(except~~Arrangements ~~as expressly set forth therein) solely for the benefit~~ of ~~the~~Certain ~~parties to such agreements and may be subject to qualifications and limitations agreed upon by such parties~~Officers. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

~~Notice~~Pursuant to ~~Investors~~the Merger Agreement, as of the Effective Time, Alan Crane, Carlo Rizzuto, Ph.D., Christopher Fuglesang, Ph.D., J.D., Daniel Becker, M.D., Ph.D., Donald Frail, Ph.D., Jill Carroll, Katina Dorton, J.D., Nancy Stagliano, Ph.D. and Rahul Kakkar, M.D. each resigned and ceased to be directors of Pandion and members of any committee of ~~Security~~Pandion’s ~~Holders~~board of directors. These resignations were not a result of any disagreement between Pandion and the directors on any matter relating to Pandion’s operations, policies or practices.

~~The~~Pursuant ~~tender offer referred~~ to inthe ~~this~~Merger ~~Current~~Agreement, ~~Report~~as ~~has not yet commenced. The description contained in this Current Report is neither an offer to purchase nor a solicitation~~ of anthe ~~offer~~Effective ~~to sell any securities~~Time, ~~nor is it a substitute for~~ the ~~tender~~directors ~~offer~~and ~~materials~~officers ~~that~~of ~~Merck and~~ Merger Sub ~~will~~immediately ~~file~~prior ~~with~~to the ~~SEC.~~Effective ~~The~~Time ~~solicitation~~became ~~and offer to buy Shares will only be made~~the ~~pursuant~~directors ~~to an offer to purchase~~ and ~~related~~officers ~~tender~~of ~~offer materials. At~~ the ~~time~~Surviving ~~the~~Corporation. ~~tender~~The ~~offer~~directors isof ~~commenced, Merck and~~ Merger Sub ~~will~~immediately ~~file~~prior ato ~~tender~~the ~~offer~~Effective ~~statement~~Time onwere ~~Schedule~~Rita TOA. ~~and~~Karachun, ~~thereafter~~Caroline ~~Pandion~~Litchfield, ~~will~~and ~~file~~Jon aFilderman. ~~solicitation/recommendation statement~~The onofficers ~~Schedule~~of ~~14D-9~~Merger ~~with~~Sub ~~the~~immediately ~~SEC~~prior ~~with respect~~ to the ~~Offer.~~Effective Time ~~THE~~were ~~TENDER~~Rita ~~OFFER~~A. ~~MATERIALS~~Karachun, ~~(INCLUDING~~President, ANCaroline ~~OFFER TO PURCHASE~~Litchfield, ASenior ~~RELATED~~Vice ~~LETTER~~President OFand ~~TRANSMITTAL~~Treasurer, ~~AND~~Timothy ~~CERTAIN~~G. ~~OTHER~~Dillane, ~~OFFER~~Assistant ~~DOCUMENTS)~~Treasurer, ~~AND~~Juanita ~~THE SOLICITATION/RECOMMENDATION~~Lee, ~~STATEMENT~~Assistant ONTreasurer, ~~SCHEDULE~~Michael ~~14D-9 WILL CONTAIN IMPORTANT INFORMATION~~G. ~~ANY~~Schwartz, ~~HOLDERS~~Assistant OFTreasurer, ~~SHARES~~Jon ~~ARE~~Filderman, ~~URGED~~Secretary, TOand ~~READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL~~Kelly ~~CONTAIN~~E.W. ~~IMPORTANT~~Grez, ~~INFORMATION~~Assistant ~~THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES~~Secretary. ~~The~~Information ~~offer~~regarding ~~to purchase,~~ the ~~related~~new ~~letter~~directors ~~of transmittal~~ and ~~the~~executive ~~solicitation/recommendation~~officers ~~statement~~has ~~will~~been bepreviously ~~made~~disclosed ~~available~~in ~~for free~~Schedule atI ~~the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Pandion. Copies~~ of the ~~documents~~Offer ~~filed~~to ~~with~~Purchase ~~the~~filed ~~SEC~~as byExhibit ~~Pandion~~(a)(1)(A) ~~will~~to bethe ~~available~~Tender ~~free~~Offer ofStatement ~~charge~~ on ~~Pandion’s~~Schedule ~~internet~~TO ~~website~~filed atby ~~investors.pandiontx.com~~Merck orand byMerger ~~contacting~~Sub ~~Pandion’s investor relations contact at investors@pandiontx.com. Copies of the documents filed~~ with the SEC byon ~~Merck can be obtained~~March 4, ~~when filed~~2021, ~~free~~as ofsubsequently ~~charge~~amended, ~~by directing a request to the Information Agent for the tender offer~~ which ~~will~~is beincorporated ~~named~~herein inby ~~the tender offer materials~~reference.

InItem ~~addition~~5.03 toAmendments ~~the offer~~ to ~~purchase,~~Articles ~~the related letter~~ of ~~transmittal~~Incorporation ~~and certain~~or ~~other~~Bylaws; ~~tender~~Change ~~offer~~of ~~documents~~Fiscal ~~to be filed by Merck, as well as the solicitation/recommendation statement to be filed by Pandion, Pandion will continue to file annual, quarterly and current reports with the SEC~~Year. ~~Pandion’s filings with the SEC are available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.~~

~~Forward~~Pursuant ~~Looking~~to ~~Statements~~the terms of the Merger Agreement, as of the Effective Time, Pandion’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Second Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, Pandion’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated By-Laws”).

~~The~~Copies ~~information~~of ~~contained~~the inSecond ~~this~~Restated ~~Current~~Certificate ~~Report is as~~ of ~~February 25,~~Incorporation ~~2021.~~and ~~Pandion~~the ~~assumes~~Amended noand ~~obligation~~Restated ~~to update forward~~By-~~looking~~Laws ~~statements~~are ~~contained in~~filed ~~this~~as ~~Current~~Exhibits ~~Report~~3.1 asand ~~the~~3.2, ~~result~~respectively, ofto ~~new~~this ~~information~~Current orReport ~~future~~on ~~events~~Form ~~or developments~~8-K, ~~except~~and asare ~~may~~incorporated beherein ~~required~~ by ~~law~~reference.

~~This~~Item Current Report contains forward-looking information related to Pandion and the proposed acquisition of Pandion that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements9. ~~Forward-looking~~01 ~~statements~~Financial inStatements ~~this Current Report~~ and the accompanying exhibits include, among other things, statements about the potential benefits of the proposed acquisition; the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the acquisition; statements about the expected timetable for completing the transaction; Pandion’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Pandion, Pandion’s product pipeline and portfolio assets and the anticipated timing of closing of the proposed acquisitionExhibits.

Risks and uncertainties include, among other things, uncertainties as to the timing of the Offer and the subsequent Merger; risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (~~including the failure to obtain necessary regulatory approvals~~d) ~~in the anticipated timeframe or at all; uncertainties as to how many of Pandion’s stockholders will tender their~~ ~~Shares~~Exhibits into the Offer and the possibility that the acquisition does not close; the possibility that competing offers or Acquisition Proposals may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of clearance under the HSR Act; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; the risks and uncertainties inherent in research and development, including risks associated with Pandion’s ability to obtain and maintain necessary approvals from the FDA and other regulatory authorities; initiate preclinical studies and clinical trials of its product candidates; advance its product candidates in preclinical research and clinical trials; replicate in clinical trials positive results found in preclinical studies; advance the development of its product candidates under the timelines it anticipates in current and future clinical trials; obtain, maintain or protect intellectual property rights related to its product candidates; manage expenses; and raise the substantial additional capital needed to achieve its business objectives.

Further descriptions of risks and uncertainties relating to Pandion can be found in Pandion’s Registration Statement on Form S-1, as amended, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, and subsequent Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and investors.pandiontx.com.


Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated February 24, 2021, among Pandion Therapeutics, Inc., Merck Sharp & Dohme Corp. and Panama Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Pandion’s Current Report on Form 8-K filed with the SEC on February 25, 2021).*

3.1		Second Restated Certificate of Incorporation of Pandion Therapeutics, Inc., dated April 1, 2021.

3.2		Amended and Restated By-Laws of Pandion Therapeutics, Inc., dated April 1, 2021.

~~These forward-looking~~* ~~statements~~Schedules ~~are~~to ~~based~~the onAgreement ~~numerous assumptions~~ and ~~assessments~~Plan ~~made~~of byMerger ~~Pandion~~have inbeen ~~light~~omitted ofpursuant ~~its~~to ~~experience~~Item ~~and~~601(b)(2) ~~perception~~ of ~~historical~~Regulation ~~trends, current conditions, business strategies, operating environment, future developments and other factors it believes are appropriate~~S-K. ByThe ~~their~~registrant ~~nature,~~will ~~forward-looking~~furnish ~~statements~~copies ~~involve~~of ~~known~~any ~~and~~such ~~unknown~~schedules ~~risks and uncertainties because they relate~~ to ~~events and depend on circumstances that will occur in~~ the ~~future~~U.S. ~~Although~~Securities ~~it is believed that the expectations reflected in the forward-looking statements in this communication are reasonable, no assurance can be given that such expectations will prove to have been correct~~ and ~~persons~~Exchange ~~reading~~Commission ~~this~~upon ~~corporate release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this corporate release~~request.

~~Item~~SIGNATURES ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Concurrent~~Pursuant ~~with~~to the ~~entry~~requirements ~~into the Merger Agreement, Jo Viney, Ph.D., President and Chief Scientific Officer~~ of ~~Pandion, entered into a retention agreement with Pandion (~~the ~~“Retention~~Securities ~~Agreement”),~~Exchange ~~which~~Act ~~provides Dr. Viney with (i) base salary~~ of ~~$450~~1934,~~000~~ ~~per year, (ii) annual target bonus of 40% of~~ the ~~base~~ ~~salary~~registrant ~~and~~has ~~(iii) a~~duly ~~retention~~caused ~~bonus~~this ~~equal~~report to ~~100%~~be ofsigned ~~the~~on ~~base~~its ~~salary,~~behalf ~~generally~~by ~~subject to Dr. Viney’s continued employment with Pandion for a period of 6 months following~~ the ~~consummation of the Merger. The Retention Agreement~~undersigned ~~becomes~~hereunto ~~effective~~duly ~~as of the Closing (as defined in the Merger Agreement) and is conditioned on completion of the Merger~~authorized.

~~Item~~Pandion 8Therapeutics, Inc.01 ~~Other~~By: ~~Events.~~/s/ Kelly Grez Name: Kelly Grez Title: Assistant Secretary

OnDated: ~~February~~April 251, 2021, Pandion and Merck issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated February 24, 2021, among Pandion Therapeutics, Inc., Merck Sharp & Dohme Corp. and Panama Merger Sub, Inc.*
99.1		Form of Tender and Support Agreement, among Merck Sharp & Dohme Corp., Panama Merger Sub, Inc. and certain stockholders of Pandion Therapeutics, Inc.
99.2		Joint Press Release, dated February 25, 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 U.S. Securities and Exchange Commission 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.

Pandion Therapeutics, Inc. By: /s/ Rahul Kakkar Name: Rahul Kakkar Title: Chief Executive Officer

Dated: February 25, 2021

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