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): ~~June 18~~August 9, 2023

DICE THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40794	47-2286244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
400 East Jamie Court, Suite 300 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

400 East Jamie Court, Suite 300
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 566-1420

N/A

(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~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share		DICE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 20, 2023 (the “Announcement Report”), DICE Therapeutics Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 18, 2023, by and among the Company, Eli Lilly and Company, an Indiana corporation (“Parent”), and Durning Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Parent.

OnPursuant ~~June 18,~~to ~~2023,~~the ~~Eli~~Merger ~~Lilly and Company~~Agreement, anon ~~Indiana corporation (“Parent”)~~June 30, ~~Durning Acquisition Corporation~~2023, aPurchaser ~~Delaware~~commenced ~~corporation and~~ a ~~wholly~~tender ~~owned~~offer ~~subsidiary of Parent~~ (~~“Merger Sub”), and DICE Therapeutics, Inc., a Delaware corporation (~~the “~~Company~~Offer”) ~~entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, subject~~ to ~~the~~purchase ~~terms~~all of the ~~Merger~~issued ~~Agreement,~~and ~~Merger~~outstanding ~~Sub~~shares ~~will commence a cash tender offer~~ (the “~~Offer~~Shares”) ~~to purchase all~~ of the ~~outstanding~~Company’s ~~shares of~~ common stock ~~of the Company~~, par value $0.0001 per share (the “~~Shares~~Common Stock”), at a purchase price of $48.00 per ~~share~~Share (the “Offer Price”), net to the ~~seller~~stockholder in cash, without interest, and ~~subject~~less toany applicable ~~withholding~~tax ~~taxes~~withholding.

~~Consummation~~The ofOffer ~~the~~and ~~Offer~~related iswithdrawal ~~subject~~rights toexpired ~~various~~as ~~conditions~~scheduled ~~set~~at ~~forth~~one inminute ~~the~~past ~~Merger~~11:59 ~~Agreement~~p.m., ~~including~~Eastern Time, on August 8, 2023 (asuch date and time, the “Expiration Time”) a, ~~majority~~and ofwas ~~Shares~~not ~~then-outstanding~~further ~~being~~extended. ~~tendered~~Computershare inTrust ~~the~~Company, ~~Offer~~N.A., ~~(b) the~~in ~~expiration~~its orcapacity ~~termination~~as ofdepositary ~~the~~and ~~waiting~~paying ~~period~~agent ~~under~~for the ~~Hart-Scott-Rodino~~Offer ~~Antitrust~~(the ~~Improvements~~“Depositary ~~Act~~and ofPaying ~~1976~~Agent”), ashas ~~amended,~~advised ~~(c) the~~Purchaser ~~accuracy~~that, as of the ~~Company’s~~Expiration ~~representations~~Time, 42,265,390 Shares had been validly tendered and ~~warranties~~not ~~contained~~properly inwithdrawn ~~the~~pursuant ~~Merger~~to ~~Agreement~~the ~~(except~~Offer, ~~generally,~~representing ~~for~~approximately ~~any~~88.4% ~~inaccuracies~~of ~~that~~the ~~have~~issued ~~not~~and ~~had~~outstanding aShares ~~Company~~as ~~Material~~of ~~Adverse~~the ~~Effect~~Expiration Time. Accordingly, the Minimum Tender Condition (as defined in the Merger Agreement)), ~~(d)~~has ~~the~~been ~~Company’s~~satisfied. ~~performance~~As ina ~~all~~result ~~material respects~~ of ~~its~~the ~~obligations~~satisfaction ~~under~~of the ~~Merger~~Minimum ~~Agreement~~Tender Condition and ~~(e)~~ each of the other conditions ~~set~~to ~~forth~~the inOffer, ~~Exhibit~~on August A9, 2023, Parent and Purchaser accepted for payment the Shares that were validly tendered and not properly withdrawn pursuant to the ~~Merger~~Offer ~~Agreement~~prior to the Expiration Time. ~~The~~Parent ~~consummation~~has oftransmitted payment for such Shares to the ~~Offer~~Depositary and ~~Merger~~Paying isAgent, ~~not~~which ~~subject~~will disburse the Offer Price to atendering ~~financing~~Company ~~condition~~stockholders whose Shares have been accepted for payment in accordance with the terms of the Offer.

~~The~~Following ~~Merger~~the ~~Agreement~~consummation ~~provides~~of ~~that Merger Sub will commence~~ the Offer, nopursuant ~~later~~to ~~than~~the 10terms ~~business~~and ~~days~~conditions ~~after the date~~ of the Merger Agreement., ~~The~~in ~~Offer~~accordance ~~will~~with ~~expire~~Section 251(h) atof ~~one~~the ~~minute~~General ~~after~~Corporation ~~11:59~~Law ~~p.m.,~~of ~~Eastern~~the ~~time,~~State onof Delaware (the ~~date~~“DGCL”) ~~that~~and iswithout 20a ~~business~~meeting ~~days~~or ~~following~~a ~~the~~vote ~~commencement date~~ of the ~~Offer~~Company’s stockholders, ~~unless~~on ~~extended~~August 9, in2023, ~~accordance~~Purchaser ~~with~~was ~~the~~merged ~~terms~~with ofand into the ~~Offer~~Company ~~and~~ (the “Merger”), ~~Agreement~~with ~~and~~ the ~~applicable~~Company ~~rules~~surviving ~~and~~such ~~regulations~~Merger ofas ~~the~~a ~~U.S.~~wholly-owned ~~Securities~~subsidiary ~~and~~of ~~Exchange Commission (the “SEC”)~~Parent.

~~Following~~Pursuant ~~consummation~~to the terms of the ~~Offer~~Merger Agreement, ~~Merger~~as ~~Sub~~of ~~will~~the ~~merge~~effective ~~with~~time ~~and~~of ~~into~~the Merger (the ~~Company~~“Effective Time”), ~~with~~by ~~the~~virtue ~~Company~~of ~~surviving~~the asMerger aand ~~wholly~~without ~~owned~~any ~~subsidiary~~action ofon ~~Parent (~~the ~~“Merger”).~~part Inof the ~~Merger~~holders thereof, each Share issued and outstanding immediately prior to the ~~effective~~Effective ~~time~~Time of(other ~~the~~than ~~Merger~~(i) Shares ~~that~~owned isby ~~not~~the ~~tendered~~Company ~~and~~or ~~accepted~~any ~~pursuant~~wholly-owned tosubsidiary of the ~~Offer~~Company ~~(other~~immediately ~~than~~prior to the Effective Time, (ii) Shares owned by ~~the Company~~Parent, ~~Shares~~Purchaser ~~held~~or byany other subsidiary of Parent or ~~Merger~~Purchaser ~~Sub,~~at ~~and~~the ~~Shares~~commencement asof tothe ~~which~~Offer ~~appraisal~~and ~~rights~~owned ~~have~~by ~~been~~Parent, ~~perfected~~Purchaser inor ~~accordance~~any ~~with~~other ~~applicable~~subsidiary ~~law)~~of ~~will~~Parent beimmediately ~~canceled~~prior ~~and~~to ~~converted~~the ~~into~~Effective ~~the~~Time, ~~right~~(iii) Shares toirrevocably ~~receive~~accepted for purchase in the Offer ~~Price,~~or on(iv) Shares ~~the~~that ~~terms~~were ~~and~~held ~~conditions~~by ~~set~~stockholders ~~forth~~who inwere ~~the~~entitled ~~Merger~~to ~~Agreement.~~demand ~~Immediately~~and ~~prior~~properly demanded appraisal for such Shares pursuant to ~~the~~and ~~effective~~in ~~time,~~compliance in all ~~restricted~~respects ~~stock~~with ~~awards,~~Section 262 ~~unvested~~of ~~stock~~the ~~options~~DGCL and ~~unvested~~did ~~restricted~~not ~~stock~~fail ~~units~~to ~~will~~perfect ~~become~~or ~~fully~~otherwise ~~vested~~waive, ~~and~~withdraw ator ~~the~~lose ~~effective~~their ~~time,~~rights ~~each~~to ~~stock~~such ~~option~~appraisal ~~and~~with ~~restricted~~respect ~~stock~~to ~~unit~~such ~~will~~Shares beunder ~~canceled~~the ~~and~~DGCL), ~~converted~~including ~~into~~each ~~the~~Share ~~right~~that towas ~~receive~~subject anto ~~amount~~vesting inor ~~cash~~repurchase ~~equal~~rights toof the ~~Merger~~Company ~~Consideration~~immediately ~~(or,~~prior into the ~~case~~Effective ofTime, ~~stock~~was ~~options,~~converted into the ~~difference~~right ~~between~~to ~~the~~receive ~~Merger~~an ~~Consideration~~amount ~~and~~in cash equal to the ~~applicable~~Offer ~~per~~Price, ~~share~~without ~~exercise~~interest, ~~price)~~from Purchaser, less any applicable ~~withholding~~tax ~~taxes~~withholding.

~~The~~Pursuant board of directors of the Company (the “Board”) has unanimously (i) determined that the Offer, the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”) are fair to ~~and in~~ the ~~best interests of the Company and the stockholders of the Company, (ii) approved and declared advisable the~~ Merger, ~~the execution, delivery and performance by the Company of the Merger~~ Agreement ~~and the consummation of the Transactions and (iii) resolved~~, ~~subject to~~ the ~~terms~~treatment ~~and conditions~~ of the ~~Merger Agreement, to recommend that all stockholders of the~~ Company’s ~~accept~~equity ~~the~~awards ~~Offer~~was ~~and~~as ~~tender~~follows: ~~their shares pursuant to the Offer.~~

~~The~~• at the Effective Time, each stock option of the Company granted under a Company Stock Plan (as defined in the Merger Agreement) ~~provides~~was ~~that~~canceled and converted into the ~~Merger~~right ~~will~~to bereceive ~~governed~~an amount in cash, without interest, less any applicable tax withholding, determined by ~~Section 251~~multiplying (hi) the total number of ~~the~~Shares ~~Delaware~~underlying ~~General~~such ~~Corporation~~stock ~~Law~~option and (ii) the ~~“DGCL”)~~excess, ~~and~~if ~~shall~~any, beof ~~effected~~(x) bythe ~~Merger~~Offer ~~Sub~~Price ~~and~~over (y) the ~~Company~~exercise asprice ~~soon~~per asShare ~~practicable~~underlying ~~following~~such ~~the~~stock ~~consummation~~option. ofAny ~~the~~stock ~~Offer~~options ~~without~~that ahad ~~stockholders’~~an ~~meeting~~exercise ~~pursuant~~price per Share equal to or in excess of the ~~DGCL.~~Offer Price were canceled for no consideration; and

~~The~~• ~~Merger~~at ~~Agreement~~the ~~contains~~Effective ~~customary~~Time, ~~representations~~each ~~and~~outstanding ~~warranties~~restricted bystock ~~Parent,~~unit ~~Merger~~of ~~Sub and~~ the Company. ~~The~~was ~~Merger~~canceled ~~Agreement~~and ~~also~~converted ~~contains~~into ~~customary~~the ~~covenants~~right ~~and~~to ~~agreements~~receive an amount of cash, ~~including~~without ~~with~~interest, ~~respect~~less toany ~~the~~applicable ~~operations~~tax ofwithholding, ~~the~~determined ~~business~~by ofmultiplying (i) the ~~Company~~Offer ~~between~~Price ~~signing~~by ~~and~~(ii) ~~closing,~~the ~~governmental~~number ~~filings~~of ~~and~~Shares ~~approvals~~underlying ~~and~~such ~~other~~restricted ~~matters.~~stock unit.

The ~~Merger~~foregoing ~~Agreement~~description ~~contains~~of ~~customary~~the ~~non-solicitation~~Offer, ~~restrictions prohibiting~~ the ~~Company’s~~Merger ~~solicitation alternative business combination transactions~~ and ~~restricts~~ the ~~Company’s~~Merger ~~ability~~Agreement tois ~~furnish~~subject ~~non-public information~~ to, orand ~~participate~~qualified in ~~any~~its ~~discussions~~entirety ~~or negotiations with~~by, ~~any~~the ~~third~~full ~~party~~text ~~with~~of ~~respect~~the toMerger ~~any such transaction~~Agreement, ~~subject~~a tocopy ~~customary exceptions in the event~~ of anwhich ~~acquisition proposal that~~ was ~~not~~filed ~~solicited~~as inExhibit ~~violation~~2.1 ofto ~~these restrictions and that~~ the ~~Company’s~~Announcement ~~board~~Report ofand ~~directors~~is ~~determines~~incorporated ~~constitutes~~herein orby ~~could reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement)~~reference.

~~The~~Item ~~Merger~~1.02 ~~Agreement~~Termination ~~contains termination rights for each~~ of Parent, Merger Sub and the Company including by either Parent or the Company if the Offer Closing Time (as defined in the Merger Agreement) shall not have occurred on or before June 18, 2024, or by the Company to enter into an alternative transaction that constitutes a ~~Superior~~Material ~~Company~~Definitive ~~Proposal, and further provides that upon termination of the Merger~~ Agreement ~~under specified circumstances the Company may be required to pay Parent a termination fee of $92~~.~~0 million.~~

AOn ~~copy~~August 9, of2023, ~~the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified~~ in ~~its~~connection ~~entirety~~with ~~by reference to~~ the ~~full~~consummation ~~text~~ of the Merger ~~Agreement.~~and ~~The~~effective ~~Merger~~as ~~Agreement~~of ~~has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about~~ the ~~Company,~~Effective ~~Merger Sub or Parent. In particular~~Time, (i) the ~~assertions~~Company ~~embodied~~terminated in the ~~representations~~Company’s ~~and~~2014 ~~warranties~~Equity ~~contained~~Incentive inPlan, ~~the~~2021 ~~Merger~~Equity ~~Agreement~~Incentive ~~are~~Plan qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosure schedules include information that modifies, qualifies and ~~creates~~2021 ~~exceptions~~Employee toStock ~~the~~Purchase ~~representations~~Plan, ~~warranties~~ and ~~covenants set forth in~~ (ii) the ~~Merger~~Amended ~~Agreement. Moreover, certain representations~~ and ~~warranties~~Restated inInvestors’ ~~the~~Rights ~~Merger~~ Agreement ~~were~~entered ~~used~~into ~~for~~as ~~the purpose~~ of ~~allocating risk between the Company~~August 20, ~~Merger~~2021 ~~Sub~~by and ~~Parent,~~among ~~rather than establishing matters of fact. Accordingly,~~ the ~~representations~~Company and ~~warranties in~~ the ~~Merger~~investors ~~Agreement~~listed ~~may~~on ~~not~~Schedule ~~constitute~~A ~~the~~thereto ~~actual~~terminated ~~state~~automatically ofin ~~facts~~accordance ~~about~~with ~~the~~its ~~Company, Merger Sub or Parent~~terms.

~~Tender~~In addition, as previously disclosed, on April 15, 2023, the Company entered into an ATM Equity OfferingSM Sales Agreement (the “Sales Agreement”), with BofA Securities, Inc. and ~~Support~~Stifel, ~~Agreements~~Nicolaus & Company, Incorporated (the “Sales Agents”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares of its Common Stock through the Sales Agents. Effective as of August 9, 2023, the Company terminated the Sales Agreement.

~~On June 18~~Further, ~~2023,~~ in connection with the ~~Merger~~closing ~~Agreement, each~~ of RAthe ~~Capital Healthcare Fund~~Merger, ~~L.P.,~~effective RAas ~~Capital~~of ~~Nexus Fund II~~August 9, ~~L.P. and J. Kevin Judice~~2023, ~~PhD (collectively,~~ the ~~“Supporting~~Company ~~Stockholders”),~~terminated inits ~~each~~Loan ~~case~~and inSecurity ~~their~~Agreement, ~~capacity~~dated as ~~a stockholder~~ of ~~the Company and who~~April 13, ~~collectively~~2021, ~~beneficially~~as ~~own~~amended ~~approximately~~by ~~18%~~that ofcertain ~~the~~Joinder ~~outstanding~~and ~~Shares,~~First ~~entered~~Amendment ~~into~~to aLoan ~~Tender~~ and ~~Support~~Security Agreement ~~(together~~, ~~the~~dated ~~“Tender~~as ~~and~~of ~~Support~~June 27, ~~Agreements”)~~2022 ~~with~~by ~~Parent~~ and ~~Merger~~between ~~Sub.~~Silicon ~~The~~Valley ~~Tender~~Bank ~~and~~(now ~~Support~~a ~~Agreements~~division ~~provide,~~of ~~among~~First-Citizens ~~other~~Bank & ~~things~~Trust Company), ~~that each of~~ the ~~Supporting~~Company ~~Stockholders~~and ~~will~~certain ~~tender all~~ of the ~~Shares~~Company’s ~~held by such Supporting Stockholder~~subsidiaries, as ~~applicable, in the Offer~~co-borrowers.

~~The~~Item ~~Tender and Support Agreements have been included to provide information regarding their terms~~2.01 ItCompletion isof ~~not~~Acquisition ~~intended to modify~~ or ~~supplement~~Disposition ~~any~~of ~~factual disclosures about the applicable stockholder or the Company, Parent or Merger Sub in any public reports filed with the SEC by the Company, Parent or Merger Sub~~Assets.

The ~~foregoing~~information ~~descriptions~~contained ~~of each of the Merger Agreement and the Tender and Support Agreements do not purport to be complete and are qualified~~ in ~~their entirety by reference to~~ the ~~full~~Introductory ~~text~~Note of ~~each~~this ~~such~~Current ~~agreement,~~Report ~~which~~on ~~are~~Form ~~attached~~8-K ~~hereto~~is ~~as Exhibits 2.1, 10.1 and 10.2, respectively, and are~~ incorporated herein by reference.

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~June 20~~August 8, 2023, the Company ~~and~~(i) notified ~~Parent~~The ~~issued~~Nasdaq aGlobal ~~joint~~Market (“Nasdaq”) ~~press~~of ~~release~~the ~~announcing~~anticipated consummation of the ~~execution~~Merger and (ii) requested that Nasdaq suspend trading of the ~~Merger~~Common ~~Agreement~~Stock, effective as of 8:00 p.m., AEastern ~~copy~~Time, on August 8, 2023, and, following the Effective Time, file with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist all the ~~press~~Common ~~release~~Stock isfrom ~~attached~~Nasdaq and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as ~~Exhibit~~amended 99(the “Exchange Act”).1 The Company also intends to ~~this~~file ~~Current~~a ~~Report~~Certification and Notice of Termination of Registration on Form ~~8-K~~15 with the SEC requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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

~~This~~The ~~Form~~information 8-K contains “forward-looking statements” relating to the proposed acquisition of the Company by Parent. Such forward-looking statements include, but are not limited to, the ability of the Company and Parent to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Offer contemplated thereby and the other conditions set forth in the ~~Merger~~Introductory ~~Agreement~~Note, ~~statements~~Items ~~about the expected timetable for completing the transaction~~2.01, ~~the~~3.01 ~~Company’s~~ and ~~Parent’s~~5.03 ~~beliefs and expectations and statements about the benefits sought to be achieved by Parent’s proposed acquisition~~ of ~~the~~this ~~Company,~~Current ~~the~~Report ~~potential effects of the acquisition~~ on ~~both~~Form ~~the Company and Parent, and the possibility of any termination of the Merger Agreement. In some cases, forward~~8-~~looking~~K ~~statements~~is ~~may~~incorporated beherein ~~identified~~ by terminology such as “believe,” “may,” “will,” “should”, “predict”, “goal”, “strategy”, “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereofreference. These words are intended to identify forward-looking statements. The Company has based these forward-looking statements on current expectations and projections about future events and trends that it believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs of the Company, but there can be no guarantee that such expectations and projections will prove accurate in the future.

~~All~~Item ~~statements other than statements of historical fact are statements that could be deemed forward-looking statements~~5.01 ~~Actual~~Change results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the subsequent Merger; uncertainties as to how many of the Company’s stockholders will tender their shares in ~~the~~Control ~~Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation~~ of the Merger and the Offer contemplated thereby may not be satisfied or waived; the effects of disruption from the transactions contemplated by the Merger Agreement on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; and the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liabilityRegistrant. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks emerge from time to time. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot guarantee future events, results, actions, levels of activity, performance or achievements, business and market conditions, the timing and results of any developments and whether the conditions to the closing of the proposed acquisition are satisfied on the expected timetable or at all. Additional factors that may affect the future results of Parent and the Company are set forth in their respective filings with the U.S. Securities and Exchange

~~Commission~~The ~~SEC,~~information ~~including~~contained in ~~each~~the ofIntroductory ~~Parent’s~~Note and ~~the~~Items ~~Company’s most recently filed Annual Report on Form 10-K~~2.01, ~~subsequent~~5.02 ~~Quarterly~~and ~~Reports~~5.03 onof ~~Form~~this ~~10-Q,~~ Current ~~Reports~~Report on Form 8-K ~~and~~is ~~other~~incorporated ~~filings~~herein ~~with~~by ~~the SEC, which are available on the SEC’s website at www~~reference.~~sec.gov.~~ The risks described in this communication and in Parent’s and the Company’s filings with the SEC should be carefully reviewed. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Parent and the Company undertake no obligation to publicly release any revisions to the forward-looking statements after the date hereof to conform these statements to actual results or revised expectations.

~~Additional~~As ~~Information~~a ~~about~~result of the ~~Acquisition~~consummation of the Offer and ~~Where~~the toconsummation ~~Find~~of Itthe Merger in accordance with Section 251(h) of the DGCL on August 9, 2023, a change in control of the Company occurred. At the Effective Time, the Company became a wholly-owned subsidiary of Parent. The Offer Price was funded through Parent’s cash on hand and borrowings at prevailing market interest rates under Parent’s commercial paper program.

~~The~~Item ~~Offer referenced in this communication has not yet commenced~~5.02 ~~This~~Departure ~~communication~~of isDirectors ~~for~~or ~~informational~~Certain ~~purposes~~Officers; ~~only,~~Election ~~is not a recommendation and is neither an offer to purchase nor a solicitation~~ of anDirectors; ~~offer~~Appointment ~~to sell any securities, nor is it a substitute for the tender offer materials that, Parent and Merger Sub will file with the SEC upon commencement~~ of ~~the~~Certain ~~Offer.~~Officers; ACompensatory ~~solicitation~~Arrangements ~~and offer to buy outstanding shares~~ of ~~the~~Certain ~~Company will only be made pursuant to the tender offer materials that Parent and Merger Sub intend to file with the SEC~~Officers. At the time the Offer is commenced, Parent and Merger Sub will file with the SEC tender offer materials on Schedule TO, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer.

~~THE~~The ~~TENDER~~information ~~OFFER~~set ~~MATERIALS~~forth ~~(INCLUDING~~in ANthe ~~OFFER~~Introductory TONote ~~PURCHASE,~~of Athis ~~RELATED~~Current ~~LETTER~~Report OFon ~~TRANSMITTAL~~Form ~~AND~~8-K ~~CERTAIN~~is ~~OTHER~~incorporated ~~TENDER~~herein ~~OFFER~~by ~~DOCUMENTS), AND THE SOLICITATION / RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO~~reference. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE OFFER.

~~The~~In ~~tender~~accordance ~~offer~~with ~~materials (including~~ the ~~Offer~~terms toof ~~Purchase and~~ the ~~related~~Merger ~~Letter~~Agreement, ~~of Transmittal~~(i), each ~~as well as the Solicitation/Recommendation Statement will be made available to all stockholders~~ of ~~the~~Lisa ~~Company~~Bowers, atDr. Mittie noDoyle, ~~expense~~Dr. Richard toScheller, ~~them~~Jim atScopa, ~~Parent’s website at investor~~Dr.~~lilly.com~~ Jake Simson and ~~(once~~Sharon ~~they~~Tetlow ~~become~~resigned ~~available)~~from ~~will~~his beor ~~mailed~~her torespective ~~the~~position ~~stockholders~~as ofa ~~the~~member ~~Company free~~ of ~~charge. Copies of~~ the ~~documents filed with the SEC by the~~ Company’s ~~will~~board ~~be available free~~ of ~~charge~~directors onand ~~the~~all ~~Company’s~~committees ~~website~~thereof, ~~investors.dicetherapeutics.com,~~effective oras byof ~~contacting~~ the ~~Company’s~~Effective ~~investor~~Time ~~relations~~and ~~department~~(ii) Philip ~~at investors@dicetx~~L.~~com.~~ ~~The information contained in~~Johnson, orGordon ~~that~~J. ~~can~~Brooks ~~be accessed through, Parent’s website~~ and ~~the~~Michael ~~Company’s~~C. ~~website~~Thompson, iseach ~~not~~ a ~~part~~director of, orPurchaser ~~incorporated~~immediately byprior ~~reference herein. The tender offer materials (including the Offer~~ to ~~Purchase and~~ the ~~related~~Effective ~~Letter of Transmittal)~~Time, asbecame ~~well~~directors asof the ~~Solicitation/Recommendation Statement~~Company, ~~will~~in ~~also~~each becase, ~~made~~effective ~~available~~as ~~for~~of ~~free on~~ the ~~SEC’s~~Effective ~~website at www~~Time.~~sec.gov.~~ InThese ~~addition~~resignations towere ~~the~~tendered ~~Offer~~in toconnection ~~Purchase,~~with the ~~related~~Merger ~~Letter of Transmittal~~ and ~~certain~~not ~~other tender offer documents,~~ as ~~well~~a asresult ~~the~~of ~~Solicitation/Recommendation~~any ~~Statement,~~disagreements ~~Parent~~between ~~and~~ the Company ~~file annual, quarterly,~~ and ~~current reports, proxy statements and other information with~~ the ~~SEC.~~resigning ~~You~~individuals ~~may~~on ~~read~~ any ~~reports,~~matters ~~statements~~related orto ~~other information filed by Parent and~~ the Company ~~with the SEC for free on the SEC~~’s ~~website~~operations, atpolicies ~~www~~or practices.~~sec.gov.~~

In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer. Effective immediately following completion of the Merger, all of the incumbent officers of the Company, as of immediately prior to the effectiveness of the Merger, were removed as officers of the Company.

Biographical and other information with respect to Philip L. Johnson, Gordon J. Brooks, Chris Anderson, Michael C. Thompson, Jonathan Groff and Katie Lodato is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent on June 30, 2023 and is incorporated herein by reference.

Item 5.03

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

Pursuant to the terms of the Merger Agreement, the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Purchaser became the bylaws of the Company, effective as of immediately following the Effective Time. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.		Description
Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among DICE Therapeutics, Inc., Eli Lilly and Company and Durning Acquisition Corporation, dated June 18, 2023 (incorporated by reference to Exhibit 2.1 to DICE Therapeutics Inc.’s Current Report on Form 8-K filed with the SEC on June 20, 2023). *
10.1		Tender and Support Agreement, dated as of June 18, 2023, by and among Eli Lilly and Company, Durning Acquisition Corporation, RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P.
3.1		Amended and Restated Certificate of Incorporation of DICE Therapeutics, Inc. **
10.2		Tender and Support Agreement, dated as of June 18, 2023, by and among Eli Lilly and Company, Durning Acquisition Corporation and J. Kevin Judice, PhD.
3.2		Amended and Restated Bylaws of DICE Therapeutics, Inc. **
99.1		Joint Press Release, dated June 20, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

**	Filed herewith.

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.

DICE THERAPEUTICS, INC.

Date: June 20, 2023

/s/ Scott Robertson

Date: August 9, 2023

/s/ Philip L. Johnson

Scott Robertson

Philip L. Johnson President

Chief Business and Financial Officer

Filing Compare · DICE Therapeutics, Inc.