UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2126, 2023

Reata Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE	001-37785	11-3651945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification Number)

5320 Legacy Drive Plano, TX 75024 (Address of Principal executive offices, including zip code)

Plano, TX 75024

(Address of Principal executive offices, including zip code)

(972) 865-2219

(Registrant’s telephone number, including area code)

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. below)~~:

☐	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 ~~Securities Exchange~~ Act ~~of 1934~~:

Title of each class		~~Trading Symbol~~Tradingsymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Class A Common Stock, Par Value $0.001 Per Share		RETA		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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~~Introduction ~~5.07 Submission of Matters to a Vote of Security Holders.~~

On September 2126, 2023 (the “Closing Date”), Reata Pharmaceuticals, Inc., a Delaware corporation (“Reata” or the “Company”), ~~held~~completed athe ~~virtual~~previously-~~only~~announced ~~special~~merger ~~meeting~~ of ~~its~~River ~~stockholders~~Acquisition, ~~(the~~Inc., a Delaware corporation (“~~Special~~Merger ~~Meeting~~Sub”) toand ~~vote~~wholly-owned onsubsidiary ~~the~~of ~~proposals~~Biogen ~~identified~~Inc., ina ~~the~~Delaware ~~definitive~~corporation ~~proxy~~(“Biogen”), ~~statement~~with ofand into Reata ~~prepared~~(the in“Merger”), ~~connection~~ with Reata surviving the Merger ~~Agreement (~~as ~~defined~~a ~~below)~~wholly-owned ~~filed~~subsidiary ~~with~~of ~~the U~~Biogen.S. ~~Securities~~The Merger was effected pursuant to the Agreement and ~~Exchange~~Plan ~~Commission~~of onMerger, ~~August~~dated as of July 2228, 2023 (the “Merger Agreement”), ~~which~~by ~~was~~and ~~first~~among ~~mailed~~Biogen, toMerger ~~stockholders~~Sub ofand Reata, as previously disclosed by Reata on ~~August~~July 2231, 2023, in Reata’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”).

AsAt of the ~~close~~effective time of ~~business on August 18, 2023,~~ the ~~record~~Merger ~~date for the Special Meeting~~ (the “~~Record~~Effective ~~Date~~Time”), ~~33,587,596~~each ~~shares~~share of ~~the Company’s~~ Class A common stock, par value $0.001 per share, of Reata (the “Class A Common Stock”) and ~~4,509,667~~each ~~shares~~share of ~~the Company’s~~ Class B common stock, par value $0.001 per share, of Reata (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Reata Common Stock”) ~~were~~issued and outstanding ~~and~~immediately ~~entitled~~prior to ~~vote~~the atEffective ~~the~~Time ~~Special~~(in ~~Meeting.~~each ~~Holders~~case ofexcept ~~Class~~for (i) Ashares of the Reata Common Stock ~~were~~owned ~~entitled~~by toBiogen, ~~one~~Merger ~~vote~~Sub ~~per~~or ~~share~~Reata, ~~held~~or asby ofany ~~the~~direct ~~Record~~or ~~Date,~~indirect ~~and~~wholly-owned ~~holders~~subsidiary of ~~the~~Biogen, ~~Company’s~~Merger ~~Class B~~Sub ~~Common~~or ~~Stock~~Reata, ~~were~~in ~~entitled~~each case, immediately prior to ~~three~~the ~~votes~~Effective ~~per~~Time; ~~share~~and ~~held~~(ii) any asshares of the ~~Record~~Reata ~~Date.~~Common ~~Accordingly,~~Stock ~~the~~with ~~total~~respect ~~votes~~to ~~represented~~which bystatutory ~~Reata’s~~rights ~~outstanding~~of ~~Common~~appraisal ~~Stock~~were onproperly ~~the~~and ~~Record~~validly ~~Date~~demanded) ~~were~~was ~~47,116,597.~~automatically Acanceled ~~summary~~and ofconverted into the ~~matters~~right ~~voted~~to ~~upon~~receive by$172.50 ~~the~~in ~~stockholders~~cash, ~~and~~without ~~the~~interest ~~final~~and ~~voting~~subject ~~results~~to ~~for~~any ~~each~~applicable ~~such~~withholding ~~matter~~taxes ~~are~~(the ~~set~~“Merger ~~forth below~~Consideration”).

1.In ~~Proposal~~addition, ~~No.~~effective 1as -of ~~The~~immediately ~~Merger~~prior ~~Proposal:~~to Tothe ~~approve~~Effective Time, (i) each outstanding Reata stock option, whether vested or unvested, was automatically canceled and ~~adopt~~converted into the ~~Agreement~~right ~~and~~to ~~Plan~~receive ofan ~~Merger~~amount in cash, ~~dated~~without asinterest, equal to the product of ~~July~~(A) the ~~28,~~number ~~2023,~~of asshares ~~such~~of ~~agreement~~the ~~may~~Reata beCommon ~~amended~~Stock ~~from~~underlying ~~time~~such option immediately prior to ~~time~~the Effective Time multiplied by (B) the ~~“Merger~~amount, ~~Agreement”)~~if any, by ~~and~~which ~~among~~the ~~Biogen~~Merger ~~Inc.~~Consideration exceeded the exercise price per share of such option, aand ~~Delaware~~(ii) each ~~corporation~~outstanding Reata restricted stock unit (“~~Biogen~~RSU”), ~~River~~was ~~Acquisition,~~automatically ~~Inc.,~~canceled aand ~~Delaware~~converted ~~corporation~~into ~~and~~the ~~wholly-owned~~right ~~subsidiary~~to ofreceive ~~Biogen~~an ~~(“Merger~~amount ~~Sub”)~~in cash, ~~and~~without ~~Reata~~interest, ~~pursuant~~equal to ~~which~~the ~~Merger~~product ~~Sub~~of ~~will~~(A) the benumber ~~merged~~of ~~with~~shares ~~and~~of ~~into~~the Reata, ~~with~~Common ~~Reata~~Stock ~~surviving~~underlying assuch aRSU ~~wholly-owned~~immediately ~~subsidiary~~prior ofto ~~Biogen~~the Effective Time multiplied by (B) the “Merger”) Consideration, in each case, subject to any applicable withholding taxes.

~~The~~As a result of the consummation of the Merger, ~~Proposal~~a ~~was~~change ~~approved~~of control of Reata occurred and Reata became a wholly-owned subsidiary of Biogen. Biogen financed the Merger with cash on hand, supplemented by the ~~requisite~~issuance ~~vote~~of asterm ~~follows:~~debt.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
41,461,455		39,094		34,360		0

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of Reata was amended and restated in its entirety as set forth as Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”). In addition, at the Effective Time, Reata’s bylaws were amended and restated in their entirety as set forth as Exhibit B to the Merger Agreement (the “Amended and Restated Bylaws”).

2.Immediately ~~Proposal~~following Nothe Effective Time, the Amended and Restated Certificate of Incorporation was amended and restated in its entirety in the form filed as Exhibit 3.3 2to this Current Report on Form 8-K, ~~The~~which ~~Advisory~~is ~~Compensation~~incorporated ~~Proposal:~~herein Toby ~~approve,~~reference on(the an“Second ~~advisory~~Amended and Restated Certificate of Incorporation”). In addition, ~~non-binding~~immediately ~~basis~~following the Effective Time, ~~compensation~~the ~~that~~Amended ~~will~~and orRestated ~~may~~Bylaws bewere ~~paid~~amended orand ~~become~~restated ~~payable~~in their entirety in the form filed as Exhibit 3.4 to ~~Reata’s~~this ~~named~~Current ~~executive~~Report ~~officers~~on inForm ~~connection~~8-K, ~~with~~which ~~the~~is ~~Merger~~incorporated ~~contemplated~~herein by reference (the ~~Merger~~“Second ~~Agreement~~Amended and Restated Bylaws”).

~~The~~Reata’s ~~Advisory~~definitive ~~Compensation~~proxy ~~Proposal~~statement, ~~was~~filed ~~approved~~with bythe SEC on August 22, 2023, contains additional information about the ~~requisite~~Merger ~~vote~~and asthe ~~follows:~~Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Reata in the Merger.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
28,023,999		12,977,053		533,857		0

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Reata’s Current Report on Form 8-K filed with the SEC on July 31, 2023, and is incorporated herein by reference.

3.2 Proposal No. 3 - The Adjournment Proposal: To approve to adjourn the Special Meeting to a later date if necessary and appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

~~Although~~Item ~~the~~1.02 ~~Adjournment~~Termination ~~Proposal~~of ~~was deemed not necessary because there was~~ a ~~quorum~~Material ~~present~~Definitive ~~and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal, it was approved by the requisite vote as follows:~~ Agreement.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
40,145,724		1,261,433		127,752		0

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference.

NoConcurrently ~~other~~with ~~matters~~the ~~were~~closing ~~submitted~~of ~~for~~the ~~stockholder~~Merger, ~~action~~on atthe Closing Date, Biogen prepaid all outstanding term loans advanced by the ~~Special~~lenders ~~Meeting~~under that certain Loan Agreement (the “Loan Agreement”), dated May 5, 2023, by and among the Company, the guarantors, BPCR Limited Partnership, BioPharma Credit Investments V (Master) LP and BioPharma Credit PLC. Pursuant to the Loan Agreement, the Company is required to prepay the term loans upon a change of control and prior to certain prepayments or redemptions of permitted convertible debt.

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

OnThe ~~September 21,~~information ~~2023,~~set ~~the~~forth ~~Company~~in ~~issued~~the asection ~~press~~above ~~release~~titled ~~announcing,~~“Introduction” ~~among other things, the adoption~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report byon ~~the~~Form ~~Company’s~~8-K ~~stockholders~~is atincorporated ~~the~~herein ~~Special~~by ~~Meeting~~reference.

AItem ~~copy~~3.01 Notice of ~~the~~Delisting ~~press~~or ~~release~~Failure ~~is attached~~ to ~~this~~Satisfy ~~Current~~a ~~Report~~Continued onListing ~~Form~~Rule ~~8-K~~or asStandard; ~~Exhibit~~Transfer ~~99.1~~of ~~and is incorporated herein by reference~~Listing.

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Merger, the Company requested that The Nasdaq Global Market (“Nasdaq”) suspend trading of the Class A Common Stock prior to the opening of trading on the Closing Date and file with the SEC an application on Form 25 to delist and deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The delisting of the Class A Common Stock from Nasdaq will be effective 10 days after the filing of the Form 25. Following the effectiveness of the Form 25, Reata intends to file with the SEC a certification on Form 15 requesting the termination of registration of the Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of Reata’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Class A Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K and under Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Merger, at the Effective Time, holders of the Reata Common Stock immediately prior to such time ceased to have any rights as stockholders of Reata (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).

Item 5.01

Changes in Control of Registrant.

The information set forth in the section above titled “Introduction” and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02

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

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each of Martin W. Edwards, M.D., William D. McClellan, Jr. and R. Kent McGaughy Jr., resigned as a director of the Company. Effective as of immediately following the Effective Time, each of J. Warren Huff, Christy J. Oliger, William E. Rose, Shamim Ruff and Steven W. Ryder also resigned as a director of the Company. The resignations of such directors at and immediately following the Effective Time did not result from any disagreement with the Company on any matter relating to the operations, policies or practices of the Company. At the Effective Time, each of Fearghas Carruthers, Michael Dambach and Robin Kramer became a director of Reata.

Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. In accordance with the terms of the Merger Agreement, individuals designated by Biogen were elected as officers of Reata, effective as of immediately following the Effective Time.

Item 5.03

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

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference.

Copies of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

99.1		Press Release, dated September 21, 2023.
2.1*		Agreement and Plan of Merger, dated as of July 28, 2023, by and among Reata Pharmaceuticals, Inc., Biogen Inc. and River Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Reata Pharmaceuticals, Inc. filed on July 31, 2023).
3.1		Amended and Restated Certificate of Incorporation of Reata Pharmaceuticals, Inc.
3.2		Amended and Restated Bylaws of Reata Pharmaceuticals, Inc.
3.3		Second Amended and Restated Certificate of Incorporation of Reata Pharmaceuticals, Inc.
3.4		Second Amended and Restated Bylaws of Reata Pharmaceuticals, Inc.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

3* Certain exhibits and schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such omitted exhibits and schedules to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Reata Pharmaceuticals, Inc.
	REATA PHARMACEUTICALS, INC.
Date: September 21, 2023	By:	/s/ Manmeet S. Soni
Date: September 26, 2023	By:	/s/ Michael McDonnell
		Manmeet S. Soni
	Name: Michael McDonnell
		Chief Operating Officer, Chief Financial Officer and President
	Title: Chief Financial Officer

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