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): ~~November 17~~December 28, 2021

Dicerna Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36281	20-5993609
(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.)

75 Hayden Avenue ~~Lexington, Massachusetts 02421 (Address of principal executive offices, including Zip Code)~~

Lexington, Massachusetts 02421

(Address of principal executive offices, including Zip Code)

(617) 621-8097

(Registrant’s telephone number, including area code)

(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 $0.0001 per share		DRNA		The 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 November 18, 2021, by Dicerna Pharmaceuticals, Inc., a Delaware corporation (“Dicerna”), Dicerna entered into an Agreement and Plan of Merger, dated November 17, 2021 (the “Merger Agreement”) with Novo Nordisk A/S, a Danish aktieselskab (“Novo”), and NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo (“Purchaser”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

OnPursuant ~~November 17,~~to ~~2021,~~the ~~Dicerna~~Merger ~~Pharmaceuticals~~Agreement, ~~Inc.~~upon the terms and subject to the conditions thereof, Purchaser commenced a ~~Delaware~~tender ~~corporation~~offer (the “~~Dicerna~~Offer”), ~~entered~~on ~~into~~November 24, an2021 ~~Agreement~~to ~~and~~acquire ~~Plan~~all of ~~Merger (~~the ~~“Merger~~outstanding ~~Agreement”)~~shares ~~with~~of ~~Novo~~common ~~Nordisk~~stock ~~A/S~~of Dicerna, a$0.0001 ~~Danish~~par ~~aktieselskab~~value per share (the “~~Novo~~Shares”), ~~and~~at ~~NNUS~~an ~~New~~offer ~~Research,~~price ~~Inc~~of $38.,25 aper ~~Delaware~~Share, ~~corporation~~net ~~and~~to athe ~~wholly~~seller ~~owned~~in ~~indirect~~cash, ~~subsidiary~~without ofinterest ~~Novo~~ (the “~~Purchaser~~Offer Price”) and subject to any withholding of taxes.

~~Pursuant~~The toOffer ~~the~~and ~~Merger~~related ~~Agreement~~withdrawal rights expired at 5:00 p.m., ~~upon~~Eastern ~~the~~Time, ~~terms~~on ~~and~~December 27, ~~subject~~2021 to(such date, the ~~conditions~~“Expiration ~~thereof~~Date”). American Stock Transfer & Trust Company, ~~Purchaser~~LLC, ~~will~~in ~~commence~~its acapacity ~~tender~~as ~~offer~~the (depositary for the “Offer”), nohas ~~later~~advised ~~than November 24~~that, ~~2021~~as toof ~~acquire~~the ~~all~~expiration of the ~~outstanding~~Offer, ~~shares~~64,946,526 ofShares ~~common~~were ~~stock~~validly oftendered ~~Dicerna~~and not validly withdrawn pursuant to the Offer, $0representing approximately 82.~~0001~~6% ~~par~~of ~~value~~the ~~per~~total ~~share~~number ~~(the~~of “Shares~~”),~~ outstanding at anthe ~~offer~~time ~~price~~of the expiration of ~~$38~~the Offer.25 ~~per~~The ~~Share,~~number ~~net~~of toShares tendered satisfied the ~~seller~~Minimum inCondition. ~~cash,~~As ~~without~~the ~~interest~~Minimum (Condition and each of the “conditions of the Offer ~~Price”)~~have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and ~~subject~~not tovalidly ~~any~~withdrawn ~~withholding~~pursuant ofto ~~taxes~~the Offer.

~~The~~Following ~~obligation~~consummation of ~~Purchaser to purchase Shares tendered in~~ the Offer, isthe ~~subject~~remaining conditions to the ~~satisfaction~~merger orof ~~waiver~~Purchaser ofwith aand ~~number~~into ofDicerna ~~conditions~~(the “Merger”) set forth in ~~Annex I to~~ the Merger Agreement were satisfied, ~~including~~and ~~(i)~~on December ~~that~~28, ~~there~~2021, ~~will~~Novo ~~have~~completed ~~been~~its ~~validly~~acquisition ~~tendered~~of ~~and~~Dicerna ~~not~~by ~~validly~~consummating ~~withdrawn~~the ~~Shares~~Merger ~~that,~~without ~~considered~~a ~~together~~meeting ~~with~~of ~~all~~stockholders ~~other~~of ~~Shares~~Dicerna ~~beneficially~~in ~~owned~~accordance bywith ~~Novo~~Section 251(h) ~~and~~of ~~its~~the ~~affiliates~~Delaware General Corporation Law, ~~represent~~with atDicerna ~~least~~continuing ~~one~~as ~~more~~the ~~Share~~surviving ~~than~~corporation ~~50%~~(the of“Surviving Corporation”). At the ~~total~~effective ~~number~~time of ~~Shares~~the ~~outstanding~~Merger at (the ~~time~~“Effective ofTime”), the ~~expiration~~Shares ofnot purchased pursuant to the Offer, (~~ii) the~~other ~~expiration~~than Shares held by Dicerna, Novo, Purchaser, any wholly owned subsidiary of Novo or ~~termination~~Dicerna, or by stockholders of ~~the~~Dicerna ~~waiting~~who ~~period~~have perfected their statutory rights of appraisal under ~~the~~Delaware ~~Hart-Scott-Rodino~~law) ~~Antitrust~~were ~~Improvements~~converted ~~Act~~into ofthe ~~1976,~~right asto ~~amended~~receive the Offer Price (the “~~HSR~~Merger ~~Act~~Consideration”), without interest and ~~(iii) those~~subject ~~other~~to ~~conditions~~any ~~set~~withholding ~~forth~~of intaxes. ~~Annex~~As Ia toresult of the Merger, ~~Agreement~~Dicerna ~~(collectively,~~became ~~the~~a ~~“Offer~~wholly ~~Conditions”)~~owned subsidiary of Novo.

~~The~~Pursuant ~~Offer~~to ~~will~~the ~~initially~~Merger ~~expire~~Agreement, at ~~one minute after 11:59 p.m. Eastern Time on~~ the ~~date~~Effective ~~that is twenty business days following the commencement of the Offer~~Time, ~~unless~~each ~~otherwise~~compensatory ~~agreed~~option to inpurchase ~~writing~~Shares by(a ~~Novo and~~ “Dicerna. ~~The expiration date may be extended: (i~~Option”) ~~if,~~ asthat ofwas ~~the~~ then~~-scheduled~~ ~~expiration~~outstanding ~~date, any Offer Condition is not satisfied~~ and ~~has~~unexercised ~~not been waived by Purchaser or Novo, to the extent waivable by Purchaser or Novo, Purchaser may, in its discretion~~ (~~and~~whether ~~without the consent of Dicerna~~ or ~~any~~not ~~third party~~vested), ~~extend~~and ~~the~~had ~~Offer~~a ~~on one or more occasions, for an additional period of up to ten business days~~ per-Share ~~extension,~~exercise toprice ~~permit~~that ~~such~~was ~~Offer~~less ~~Condition~~than ~~to be satisfied; (ii) Purchaser will extend~~ the ~~Offer~~Merger ~~from~~Consideration ~~time to time for:~~ (~~A) any~~all ~~period~~Dicerna ~~required~~Options byhad ~~any~~a applicable securities law, rule, regulation or other legal requirement, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per-Share ~~extension,~~exercise ~~until~~price ~~any~~below ~~waiting~~such ~~period (and any extension thereof~~amount) ~~applicable to the consummation of the Offer under the HSR Act; and (iii) if~~, aswas ofcancelled ~~the then-scheduled expiration date, any Offer Condition is not satisfied~~ and ~~has~~converted ~~not~~into ~~been waived by Purchaser or Novo, to~~ the ~~extent~~right ~~waivable by Purchaser or Novo, at the request of Dicerna, Purchaser will extend the Offer on one or more occasions for an additional period of up~~ to ~~ten~~receive ~~business~~a ~~days~~cash ~~per~~payment ~~extension,~~equal to ~~permit such Offer Condition to be satisfied. In no event will Purchaser:~~ (1A) ~~be required to extend~~ the ~~Offer~~excess ~~beyond the earlier to occur~~ of (x) the ~~valid termination of the~~ Merger ~~Agreement~~Consideration inover ~~accordance with its terms and~~ (y) ~~May 17, 2022, which is six months after~~ the ~~date~~exercise ofprice ~~the~~payable ~~Merger~~per-Share ~~Agreement~~under ~~(as may be extended until September 17, 2022 in accordance with the Merger Agreement, the “End Date”) (~~such ~~earlier~~Dicerna ~~occurrence~~Option, ~~the~~multiplied ~~“Extension~~by ~~Deadline”); or~~ (2B) ~~be permitted to extend~~ the ~~Offer~~total ~~beyond~~number ~~the Extension Deadline without the prior written consent~~ of ~~Dicerna.~~Shares ~~Subject~~subject to ~~the~~such ~~valid~~Dicerna ~~termination~~Option ofimmediately ~~the Merger Agreement in accordance with its terms, Purchaser will not terminate the Offer, or permit the Offer to expire,~~ prior to the ~~Extension~~Effective ~~Deadline~~Time (without ~~the~~regard ~~prior~~to ~~written consent of Dicerna~~vesting).

~~Subject~~Additionally, pursuant to the ~~satisfaction~~Merger orAgreement, toeach ~~the~~restricted ~~extent~~stock ~~waivable~~unit bywith ~~Purchaser~~respect orto ~~Novo,~~Shares ~~waiver~~(each bya ~~Purchaser~~“Dicerna orRSU”) ~~Novo~~that ofwas ~~the~~then ~~Offer~~outstanding ~~Conditions,~~was ~~Purchaser~~cancelled ~~will~~and ~~(i) promptly after~~ the ~~expiration~~holder ~~date~~received of the ~~Offer~~right ~~accept~~to ~~for~~receive ~~payment~~a ~~all~~cash ~~Shares~~payment ~~tendered~~equal ~~and not validly withdrawn, pursuant~~ to the ~~Offer~~product ~~(the time~~ of ~~such acceptance,~~ (A) the ~~“Offer~~Merger ~~Acceptance~~Consideration ~~Time”)~~ and (iiB) ~~promptly after~~ the ~~Offer~~number ~~Acceptance~~of ~~Time~~Shares ~~pay~~subject ~~for~~to such ~~Shares~~Dicerna RSU (without regard to vesting).

AsThe ~~soon~~foregoing asdescription ~~practicable~~of ~~following~~ the ~~Offer~~Merger ~~Acceptance~~Agreement ~~Time,~~is ~~and~~not ~~upon~~complete ~~the terms~~ and ~~subject~~is toqualified ~~the conditions set forth~~ in ~~the~~its ~~Merger~~entirety ~~Agreement~~by ~~and~~reference into ~~accordance with Section 251(h) of~~ the ~~Delaware~~Merger ~~General Corporation Law~~Agreement, ~~Purchaser will merge with and into Dicerna, with Dicerna surviving as~~ a ~~wholly~~copy ~~owned subsidiary~~ of ~~Novo~~which ~~(the~~is ~~“Merger”),~~filed ~~without~~as aExhibit ~~meeting~~2.1 orto ~~vote of stockholders of~~ Dicerna.’s AtCurrent ~~the~~Report ~~effective~~on ~~time~~Form ~~of the Merger (the “Effective Time”)~~8-K, ~~the~~filed ~~Shares~~with ~~not purchased pursuant to~~ the ~~Offer~~SEC ~~(other~~on ~~than Shares held by Dicerna~~November 18, ~~Novo~~2021, ~~Purchaser,~~and ~~any~~is ~~wholly~~incorporated ~~owned~~herein ~~subsidiary of Novo or Dicerna, or~~ by stockholders of Dicerna who have perfected their statutory rights of appraisal under Delaware law) will each be converted into the right to receive the Offer Price (the “Merger Consideration”) without interest and subject to any withholding of taxesreference.

~~The~~Item ~~Merger~~2.01 ~~Agreement~~Completion ~~provides~~of ~~that,~~Acquisition ~~at the Effective Time, each compensatory option to purchase Shares (a “Dicerna Option”) that is then outstanding and unexercised (whether~~ or ~~not~~Disposition vested), and has a per-Share exercise price that is less than the Merger Consideration (all Dicerna Options have a per-Share exercise price below such amount), will be cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the Merger Consideration over (y) the exercise price payable per-Share under such Dicerna Option, multiplied by (B) the total number of Shares subject to such Dicerna Option immediately prior to the Effective Time (without regard to vesting)Assets.

The ~~Merger~~disclosures ~~Agreement~~under ~~also provides that at~~ the ~~Effective~~Introductory ~~Time,~~Note ~~each restricted stock unit with respect to Shares (each a “Dicerna RSU”) that is then outstanding will be cancelled~~ and ~~the~~Item ~~holder~~3.01 ~~will~~are beincorporated ~~entitled~~herein toby ~~receive a cash payment equal to the product of (A) the Merger Consideration and (B) the number of Shares subject to such Dicerna RSU (without regard to vesting)~~reference.

~~The~~Item ~~Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature~~3.01 ~~Among~~Notice ~~other things, until the earlier~~ of ~~the~~Delisting ~~termination of the Merger Agreement~~ or ~~the~~Failure ~~Effective Time, Dicerna has agreed~~ to ~~operate~~Satisfy ~~its~~a ~~business~~Continued inListing ~~the~~Rule ~~ordinary~~or ~~course~~Standard; ~~consistent~~Transfer ~~with past practice and has agreed to certain other operating covenants, as set forth fully in the Merger Agreement. The Merger Agreement also prohibits Dicerna’s solicitation~~ of proposals relating to alternative transactions and restricts Dicerna’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 exceptionsListing.

The ~~Merger~~disclosures ~~Agreement~~under ~~also contains termination provisions for both Dicerna and Novo and further provides that, upon termination of~~ the ~~Merger~~Introductory ~~Agreement~~Note ~~under~~are ~~specified~~incorporated ~~circumstances,~~herein ~~including termination~~ by ~~Dicerna to accept and enter into a definitive agreement with respect to an unsolicited superior offer, Dicerna will be required to pay a termination fee of $100,000,000 (the “Termination Fee”)~~reference. A superior offer includes a bona fide written proposal, that has not been withdrawn, pursuant to which, if consummated, a third party would acquire, directly or indirectly, more than 50% of the outstanding Shares or all of the assets of Dicerna, on terms that the board of directors of Dicerna determines in its good faith judgment (after consultation with outside legal counsel and its financial advisors) would, if consummated, be more favorable to Dicerna’s stockholders (solely in their capacity as such) from a financial point of view than the terms of the Offer and the Merger, and is reasonably likely to be completed on the terms proposed, taking into account relevant factors, including legal, regulatory, financial, financing aspects (including certainty of the consummation of the transactions).

~~Any~~On ~~termination~~December of27, ~~the~~2021, ~~Merger Agreement by~~ Dicerna in(i) notified ~~connection~~the ~~with~~Nasdaq aStock ~~superior~~Market ~~offer~~LLC is(“Nasdaq”) ~~subject~~of tothe ~~certain~~consummation ~~conditions,~~of ~~including~~the ~~Dicerna’s~~Merger ~~compliance~~and ~~with~~(ii) requested ~~certain~~that ~~procedures~~Nasdaq ~~set~~(A) suspend ~~forth~~trading inof the ~~Merger~~Shares ~~Agreement~~effective ~~and~~before athe ~~determination~~opening byof ~~the~~trading ~~board~~on ofDecember 28, ~~directors~~2021 ofand ~~Dicerna~~(B) file ~~that~~with ~~such~~the ~~action~~SEC isa ~~required~~Form by25 ~~their~~Notification ~~fiduciary~~of ~~duties~~Removal tofrom ~~Dicerna’s~~Listing ~~stockholders~~and/or ~~under~~Registration ~~applicable~~to ~~law,~~delist ~~payment~~and ofderegister the ~~Termination~~Shares ~~Fee~~under bySection 12(b) ~~Dicerna~~of ~~and~~ the ~~concurrent~~Securities ~~execution~~Exchange Act of a1934, ~~definitive~~as ~~agreement~~amended ~~between~~(the ~~Dicerna~~“Exchange ~~and such third party~~Act”). InAs ~~addition~~a result, ~~either~~the ~~Dicerna~~Shares orwill ~~Novo~~no ~~may~~longer ~~terminate~~be ~~the~~listed ~~Merger~~on ~~Agreement,~~Nasdaq. atDicerna ~~any~~intends ~~time~~to ~~prior~~file towith the ~~time~~SEC ~~Purchaser~~a ~~accepts~~certification ~~the~~on ~~Shares~~Form ~~tendered~~15 ~~pursuant~~under to the ~~Offer~~Exchange ~~for payment~~Act, ifrequesting the ~~Merger~~suspension ~~has~~of ~~not~~Dicerna’s ~~been~~reporting ~~consummated~~obligations ~~prior~~under toSections ~~11:59~~13 ~~p.m.,~~and ~~Eastern~~15(d) ~~Time,~~of on the ~~End~~Exchange ~~Date~~Act.

~~Additional~~Item ~~Information~~3.03 Material Modification to Rights of Security Holders.

The ~~foregoing~~disclosures ~~description~~under of the ~~Merger~~Introductory ~~Agreement~~Note, isItem ~~not~~3.01, ~~complete~~Item 5.01 and isItem ~~qualified~~5.03 inare ~~its~~incorporated ~~entirety~~herein by reference ~~to the Merger Agreement which is attached as Exhibit 2~~.1 ~~to this Current Report on Form 8-K.~~

~~The~~Item ~~Merger Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~5.01 ~~They~~Changes ~~are not intended to provide any other factual information about Dicerna. The representations, warranties and covenants contained~~ in ~~the~~Control ~~Merger Agreement were or will be made only as~~ of specified dates for the purposes of the Merger Agreement, were (except as expressly set forth therein) solely for the benefit of the parties to the Merger Agreement, and may be subject to qualifications and limitations agreed upon by such partiesRegistrant. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, 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~~The todisclosures aunder ~~contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with~~ the ~~SEC.~~Introductory ~~Investors and stockholders should not rely on such representations~~Note, ~~warranties~~Item ~~and covenants as characterizations of the actual state of facts or circumstances described therein~~3. ~~Information concerning the subject matter of such representations~~01, ~~warranties~~Item 5.02 and ~~covenants~~Item ~~may~~5.03 ~~change~~are ~~after~~incorporated ~~the~~herein ~~date~~by ~~of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~reference.

~~Notice~~As toa ~~Investors~~result of the consummation of the Offer and ~~Security~~the ~~Holders~~Merger, there was a change in control of Dicerna, and Novo, as the indirect parent of Purchaser, acquired control of Dicerna. To the knowledge of Dicerna, there are no arrangements which may at a subsequent date result in a further change in control of Dicerna.

~~The~~Item ~~tender offer referred to in this Current Report on Form 8-K has not yet commenced~~5.02 ~~The~~Departure ~~description contained herein is neither an offer to purchase nor a solicitation~~ of anDirectors ~~offer~~or toCertain ~~sell~~Officers; ~~any~~Election securities, nor is it a substitute for the tender offer materials that Novo and Purchaser will file with the SEC. The solicitation and offer to buy Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Novo and Purchaser will file a tender offer statement on Schedule TO and thereafter Dicerna will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE 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 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of ~~transmittal~~Directors; ~~and~~Appointment ~~the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Dicerna. Copies~~ of ~~the~~Certain ~~documents~~Officers; ~~filed~~Compensatory ~~with~~Arrangements ~~the SEC by Dicerna will be available free~~ of ~~charge~~Certain ~~on Dicerna’s internet website at https://investors~~Officers.dicerna.com/investor-relations or by contacting Dicerna’s investor relations contact at +1 617-514-2275. Copies of the documents filed with the SEC by Novo and Purchaser can be obtained, when filed, free of charge by directing a request to the Information Agent for the tender offer which will be named in the tender offer materials.

InPursuant ~~addition~~ to the ~~offer~~Merger ~~to purchase~~Agreement, as of the ~~related~~Effective ~~letter~~Time, ofthe ~~transmittal~~directors and ~~certain~~officers ~~other~~of ~~tender~~Purchaser ~~offer~~immediately ~~documents~~prior to bethe ~~filed~~Effective byTime ~~Novo~~became the directors and ~~Purchaser,~~officers asof ~~well~~the asSurviving Corporation. As of the ~~solicitation/recommendation~~Effective ~~statement~~Time, toDouglas beM. ~~filed~~Fambrough, byIII, ~~Dicerna~~Ph.D., ~~Dicerna~~J. ~~will~~Kevin ~~also~~Buchi, ~~file~~Stephen ~~annual~~Doberstein, ~~quarterly~~Ph.D., ~~and~~Martin ~~current~~Freed, ~~reports~~M.D., ~~with~~Patrick ~~the~~Gray, ~~SEC~~Stephen J. Hoffman, M.D., Ph.D., Adam M. Koppel, M.D., Ph.D., Marc Kozin and Cynthia Smith each ceased to be directors of Dicerna and members of any committee of Dicerna’s ~~filings~~board ~~with~~of ~~the~~directors. ~~SEC~~These ~~are~~departures ~~available~~were tonot ~~the~~a ~~public~~result ~~from~~of ~~commercial~~any ~~document-retrieval~~disagreement ~~services~~between Dicerna and at the ~~website~~directors ~~maintained~~on byany ~~the~~matter ~~SEC~~relating atto ~~www~~Dicerna’s operations, policies or practices.~~sec.gov.~~

~~Forward~~The ~~Looking~~directors ~~Statements~~of Purchaser immediately prior to the Effective Time were Jamie Haney, Ulrich Christian Otte and Thomas Haagen. The executive officer of Purchaser immediately prior to the Effective Time was Ulrich Christian Otte, President. Effective as of the Effective Time, Bob D. Brown, our Chief Scientific Officer and Senior Vice President, will be appointed to serve as President of the Company. Information regarding the new directors and executive officers has been previously disclosed in Schedule A of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Novo and Purchaser with the SEC on November 24, 2021, as subsequently amended, which is incorporated herein by reference.

~~The~~Item ~~information contained in this Current Report on Form 8-K is as of November 18, 2021~~5.03 ~~Dicerna~~Amendments ~~assumes no obligation~~ to ~~update~~Articles ~~forward-looking statements contained in this Current Report on Form 8-K as the result~~ of ~~new~~Incorporation ~~information~~ or ~~future~~Bylaws; ~~events~~Change orof ~~developments,~~Fiscal ~~except as may be required by law~~Year.

~~This~~Pursuant ~~Current Report on Form 8-K contains forward-looking information related~~ to ~~Dicerna and~~ the ~~proposed~~terms ~~acquisition~~ of ~~Dicerna~~the ~~that~~Merger ~~involves~~Agreement, ~~substantial~~as ~~risks~~of ~~and~~the ~~uncertainties~~Effective ~~that~~Time, ~~could~~Dicerna’s ~~cause~~certificate ~~actual~~of ~~results~~incorporation, toas ~~differ materially from those expressed or implied by such statements. Forward-looking statements~~ in ~~this~~effect ~~Current~~immediately ~~Report~~prior onto ~~Form~~the ~~8-K~~Effective ~~include~~Time, ~~among~~was ~~other~~amended ~~things,~~and ~~statements~~restated ~~about~~in ~~the~~its ~~potential~~entirety ~~benefits of~~ (the ~~proposed~~“Second ~~acquisition;~~Amended ~~the~~and ~~parties’~~Restated ~~ability~~Certificate ~~to satisfy the conditions to the consummation~~ of ~~the~~Incorporation”). ~~tender~~In ~~offer~~addition, ~~and~~pursuant ~~the other conditions~~ to the ~~consummation~~terms of the ~~acquisition;~~Merger ~~statements~~Agreement, ~~about~~at the ~~expected~~Effective ~~timetable~~Time, ~~for completing the transaction;~~ Dicerna’s ~~plans~~by-laws, ~~objectives,~~as ~~expectations~~in ~~and~~effect ~~intentions,~~immediately ~~the~~prior ~~financial~~to ~~condition,~~the ~~results~~Effective ~~of operations and business of Dicerna~~Time, ~~Dicerna’s~~were ~~product~~amended ~~candidates~~ and ~~Dicerna’s~~restated ~~GalXC™~~in ~~and~~their ~~GalXC-Plus™~~entirety ~~RNAi technologies and~~ (the ~~anticipated~~“Second ~~timing~~Amended ofand ~~closing~~Restated ~~of the proposed acquisition~~By-Laws”).

~~Risks~~Copies ~~and uncertainties include, among other things, risks related to the satisfaction or waiver~~ of the ~~conditions~~Second toAmended ~~closing~~and ~~the~~Restated ~~proposed~~Certificate ~~acquisition (including the failure to obtain necessary regulatory approval) in the anticipated timeframe or at all; uncertainties as to how many~~ of ~~Dicerna’s~~Incorporation ~~stockholders~~and ~~will tender their shares of Dicerna common stock in~~ the ~~tender~~Second ~~offer~~Amended and ~~the~~Restated ~~possibility~~By-Laws ~~that~~are ~~the~~filed ~~acquisition~~as ~~does~~Exhibits ~~not~~3.1 ~~close;~~and ~~the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition~~3.2, ~~including~~respectively, ~~without~~to ~~limitation,~~this ~~the~~Current ~~timing~~Report ~~(including~~on ~~possible~~Form ~~delays) and receipt of clearance under the Hart~~8-~~Scott-Rodino Antitrust Improvements Act of 1976~~K, asand ~~amended;~~are ~~disruption~~incorporated ~~from~~herein ~~the~~by ~~transaction~~reference. ~~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 Dicerna’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 Dicerna can be found in Dicerna’s Registration Statement on Form S-1, as amended, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, and subsequent Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and https://investors.dicerna.com/investor-relations.

These forward-looking statements are based on numerous assumptions and assessments made by Dicerna in light of its experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes are appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although it is believed that the expectations reflected in the forward-looking statements in this Current Report on Form 8-K are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Current Report on Form 8-K.

Item 8.01

Other Events.

On ~~November 18~~December 28, 2021 , Dicerna issued a press release announcing the ~~execution~~expiration and results of the ~~Merger Agreement~~Offer. AThe ~~copy~~full text of the press release isissued ~~attached~~by toDicerna ~~this~~is ~~Current~~attached ~~Report on Form 8-K~~ as Exhibit 99.1 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 November 17, 2021, by and among Dicerna Pharmaceuticals, Inc., Novo Nordisk A/S, and NNUS New Research, Inc. (incorporated by reference to Exhibit 2.1 to Dicerna’s Current Report on Form 8-K filed with the SEC on November 18, 2021).*
99.1		Press Release by Dicerna, dated November 18, 2021.
3.1		Second Amended and Restated Certificate of Incorporation, dated December 28, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
3.2		Second Amended and Restated By-Laws, dated December 28, 2021.
99.1		Press release by Dicerna, dated December 28, 2021.

*	Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the 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.

Dicerna Pharmaceuticals, Inc. By: /s/ ~~Douglas~~Bob MD. ~~Fambrough~~Brown ~~Douglas~~Name: M.Bob ~~Fambrough, III, Ph.~~D. ~~President~~Brown ~~and~~Title: ~~Chief Executive Officer~~President

Dated: ~~November~~December 1828, 2021

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