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): ~~July 7~~August 16, 2024

Morphic Holding, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38940

47-3878772

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


35 Gatehouse Drive, A2
Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 996-0955

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		MORF		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 July 8, 2024 (the “Announcement Report”), Morphic Holding, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 7, 2024, by and among the Company, Eli Lilly and Company, an Indiana corporation (“Parent”), and Rainier Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Parent.

OnPursuant ~~July 7,~~to ~~2024,~~the ~~Eli~~Merger ~~Lilly and Company~~Agreement, anon ~~Indiana corporation (“Parent”)~~July 19, ~~Rainier Acquisition Corporation~~2024, aPurchaser ~~Delaware~~commenced ~~corporation and~~ a ~~wholly~~tender ~~owned~~offer ~~subsidiary of Parent~~ (~~“Merger Sub”), and Morphic Holding, 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 $57.00 per ~~share~~Share (the “Offer Price”), net to the ~~seller~~stockholder in cash, without interest, thereon and subject to any applicable ~~withholding~~tax ~~taxes~~withholding.

~~Consummation~~The ~~of the~~ Offer isand ~~subject~~related towithdrawal ~~the~~rights ~~satisfaction~~expired oras ~~waiver~~scheduled ofat ~~various~~one ~~conditions~~minute ~~set~~past ~~forth~~11:59 inp.m., ~~the~~Eastern ~~Merger Agreement~~Time, ~~including~~on ~~(i)~~August ~~there~~15, ~~shall~~2024 ~~have~~(such ~~been~~date ~~validly~~and ~~tendered~~time, in the ~~Offer~~“Expiration ~~(and not validly withdrawn~~Time”), ~~prior~~and towas ~~the~~not ~~expiration~~further ofextended. ~~the~~Computershare ~~Offer~~Trust ~~that~~Company, ~~number~~N.A., ofin ~~Shares~~its ~~(excluding~~capacity ~~Shares~~as ~~tendered~~depositary ~~pursuant~~and topaying ~~guaranteed~~agent ~~delivery~~for ~~procedures~~the ~~that~~Offer ~~have~~(the ~~not~~“Depositary ~~yet~~and ~~been~~Paying ~~“received~~Agent”), byhas ~~the~~advised ~~“depository~~Purchaser that,” as ~~such terms are defined by Section 251(h)~~ of the ~~General~~Expiration ~~Corporation~~Time, ~~Law~~46,731,511 Shares ofhad ~~the~~been ~~State~~validly oftendered ~~Delaware~~and ~~(the~~not ~~“DGCL”))~~validly ~~that,~~withdrawn ~~when~~pursuant ~~added~~ to the ~~Shares then owned by Parent~~Offer, ~~Merger~~representing ~~Sub~~approximately or92.8% ~~any subsidiary~~ of ~~Parent,~~the ~~would~~issued ~~represent~~and atoutstanding ~~least a majority of the~~ Shares ~~outstanding~~ as of ~~immediately following~~ the ~~consummation~~Expiration ofTime. ~~the Offer~~Accordingly, ~~(ii)~~ the ~~expiration~~Minimum orTender ~~termination~~Condition of(as defined in the ~~waiting~~Merger ~~period~~Agreement) ~~under~~has ~~the~~been ~~Hart-Scott-Rodino~~satisfied. ~~Antitrust~~As ~~Improvements~~a ~~Act~~result of ~~1976~~the ~~(as~~satisfaction ~~amended,~~of the ~~“HSR~~Minimum ~~Act”),~~Tender ~~(iii)~~Condition ~~the~~and ~~accuracy~~each of the ~~Company’s~~other ~~representations~~conditions ~~and~~to ~~warranties contained in~~ the ~~Merger~~Offer, ~~Agreement~~on ~~(except~~August 16, ~~generally~~2024, ~~for~~Parent ~~any~~and ~~inaccuracies~~Purchaser ~~that~~accepted ~~have~~for ~~not~~payment ~~had~~the aShares ~~Company~~that ~~Material~~were ~~Adverse~~validly ~~Effect~~tendered ~~(as~~and ~~defined~~not invalidly withdrawn pursuant to the ~~Merger~~Offer ~~Agreement)),~~prior ~~(iv)~~to the ~~Company’s~~Expiration ~~performance~~Time. inParent ~~all~~has ~~material~~transmitted ~~respects~~payment offor ~~its~~such ~~obligations~~Shares ~~under~~to the ~~Merger~~Depositary ~~Agreement~~ and ~~(v) the~~Paying ~~other~~Agent, ~~conditions~~which ~~set~~will ~~forth~~disburse inthe ~~Exhibit~~Offer APrice to ~~the~~tendering ~~Merger~~Company ~~Agreement.~~stockholders ~~The~~whose ~~consummation~~Shares ofhave ~~the~~been ~~Offer~~accepted ~~and~~for ~~Merger~~payment isin ~~not~~accordance ~~subject~~with tothe aterms ~~financing~~of ~~condition~~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~~subject ~~after~~to the ~~date~~conditions 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 16, in2024, ~~accordance~~Purchaser ~~with~~was ~~the~~merged ~~terms~~with ofand into the ~~Offer~~Company ~~and~~ (the “Merger”), ~~Agreement~~with ~~and~~ the ~~applicable~~Company ~~rules~~continuing ~~and~~as ~~regulations of~~ the ~~U.S.~~surviving ~~Securities~~corporation and ~~Exchange~~becoming ~~Commission~~a ~~(the~~wholly ~~“SEC”)~~owned subsidiary of 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 time of the Merger (the “~~Effective Time”) ~~that is not tendered and accepted pursuant to the Offer~~ (other than ~~the~~ (i) Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares ~~held~~owned by Parent, ~~Merger~~Purchaser ~~Sub~~ or any other subsidiary of Parent, ~~and~~or ~~Shares~~Purchaser asat ~~to which appraisal rights have been perfected in accordance with applicable law) will be canceled and converted into~~ the ~~right~~commencement toof ~~receive~~ the Offer ~~Price in cash~~ and ~~without~~owned ~~interest~~by Parent, ~~less~~Purchaser or any ~~applicable~~other ~~tax~~subsidiary ~~withholding.~~of ~~Prior~~Parent immediately prior to the Effective Time, ~~each~~(iii) Shares ~~Company~~irrevocably ~~stock~~accepted ~~option~~for ~~that~~purchase ~~is then outstanding but not then vested or exercisable shall become immediately vested and exercisable~~ in ~~full. At~~ the ~~Effective~~Offer ~~Time,~~or ~~each~~(iv) Shares ~~Company stock option~~ that ~~has~~were anheld ~~exercise~~by ~~price~~stockholders ~~less~~who ~~than~~were ~~the~~entitled ~~Offer~~to ~~Price~~demand ~~will be canceled~~ and ~~converted~~properly ~~into~~demanded ~~the~~appraisal ~~right to receive,~~ for ~~each Share underlying~~ such ~~Company~~Shares ~~stock~~pursuant ~~option,~~to anand ~~amount~~ in ~~cash~~compliance ~~without~~in ~~interest~~all ~~equal~~respects towith ~~the~~Section 262 ~~product~~ of ~~(i)~~ the ~~excess,~~DGCL ifand ~~any,~~did ofnot ~~the~~fail ~~Offer~~to ~~Price~~perfect ~~over~~or ~~the~~otherwise ~~exercise~~waive, ~~price~~withdraw ~~per~~or ~~share~~lose oftheir ~~Company~~rights ~~common~~to ~~stock underlying~~ such ~~Company~~appraisal ~~stock~~with ~~option~~respect ~~and~~to ~~(ii) the number of shares of Company common stock underlying~~ such ~~Company~~Shares ~~stock~~under ~~option. At~~ the ~~Effective Time~~DGCL), ~~each~~was ~~Company~~automatically ~~restricted stock unit that is then outstanding shall become immediately vested in full and will be canceled and~~ converted into the right to receive anthe ~~amount~~Offer Price in cash and without interest, ~~equal~~from ~~to the Offer Price~~Purchaser, ~~less~~subject to any applicable tax withholding.

~~The~~Pursuant ~~board~~to ~~of directors of~~ the ~~Company (the “Board”) has (i) determined that the Offer, the~~ Merger, ~~the Merger~~ Agreement ~~and the other transactions contemplated by the Merger Agreement (collectively~~, the ~~“Transactions”)~~treatment ~~are fair to, and in the best interests~~ of, the Company’s ~~and~~equity ~~the~~awards ~~stockholders~~was 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, (iii) resolved that the Merger Agreement and the Merger will be governed by Section 251(h) of the DGCL and that the Merger will be consummated as ~~soon~~follows: as practicable following the consummation of the Offer without a stockholders’ meeting and (iv) resolved, subject to the terms and conditions of the Merger Agreement, to recommend that all stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer.

~~The~~• ~~Merger~~Immediately ~~Agreement~~prior ~~contains~~to ~~customary~~the ~~representations~~Effective ~~and~~Time, ~~warranties~~each bystock ~~Parent,~~option ~~Merger~~to ~~Sub~~purchase ~~and~~Common Stock of the Company that was outstanding but not then vested or exercisable was immediately vested and became exercisable in full. ~~The~~At the Effective Time, each outstanding stock option granted under a Company Stock Plan (as defined in the Merger Agreement) ~~also~~that ~~contains~~had ~~customary~~an ~~covenants~~exercise price per Share less than the Offer Price was canceled and ~~agreements~~converted into the right to receive an amount in cash, ~~including~~without ~~with~~interest, ~~respect~~less any applicable tax withholding, equal to the ~~operations~~product ofobtained by multiplying (i) the ~~business~~number of ~~the~~Shares ~~Company~~underlying ~~between~~such ~~signing~~stock option and ~~closing~~(ii) the excess, ~~governmental~~if ~~filings~~any, ~~and~~of ~~approvals~~the ~~and~~Offer ~~other~~Price ~~matters~~over the exercise price per Share underlying such stock option. Any stock options that had an exercise price per Share that equaled or exceeded the Offer Price were canceled for no consideration; and

~~The~~• ~~Merger~~Immediately ~~Agreement~~prior ~~contains~~to ~~customary~~the ~~non-solicitation~~Effective ~~restrictions~~Time, ~~prohibiting~~each ~~the~~ Company’s ~~solicitation~~restricted ofstock ~~alternative~~unit ~~business~~that ~~combination~~was ~~transactions~~outstanding ~~and~~but ~~restricts~~not ~~the~~then ~~Company’s~~vested ~~ability~~became toimmediately ~~furnish~~vested ~~non-public information to, or participate~~ in ~~any~~full. ~~discussions~~At orthe ~~negotiations~~Effective ~~with~~Time, ~~any~~each ~~third~~outstanding ~~party~~restricted ~~with~~stock ~~respect~~unit toof ~~any~~the ~~such~~Company ~~transaction,~~was ~~subject~~canceled toand ~~customary~~converted ~~exceptions~~into in the ~~event~~right ofto receive an ~~acquisition~~amount ~~proposal that was not solicited~~ in ~~material~~cash ~~violation~~without ofinterest, ~~these~~less ~~restrictions~~any ~~and~~applicable ~~that~~tax ~~the~~withholding, ~~Board~~equal ~~determines constitutes or could reasonably be expected~~ to ~~lead~~the toproduct aobtained ~~Superior~~by ~~Company~~multiplying ~~Proposal~~ (asi) ~~defined~~the inOffer ~~the~~Price ~~Merger~~by ~~Agreement~~(ii), ifthe ~~failing~~number toof doShares sounderlying ~~would~~such berestricted ~~inconsistent~~stock ~~with the Board’s fiduciary duties under applicable law~~unit.

The ~~Merger~~foregoing ~~Agreement~~description ~~contains termination rights for each~~ of ~~Parent, Merger Sub and~~ the ~~Company~~Offer, ~~including by either Parent or~~ the ~~Company~~Merger ifand the ~~Offer Closing Time (as defined in the~~ Merger Agreement) ~~shall~~is ~~not~~subject ~~have occurred on or before November 4, 2024, which date shall be extended on up~~ to ~~two occasions for 90 days each~~, orand ~~for~~qualified anin ~~aggregate~~its ofentirety ~~up to 180 days~~by, if the ~~closing~~full ~~condition~~text ~~regarding the expiration~~ of the ~~waiting~~Merger ~~period under the HSR Act remains unsatisfied~~Agreement, ~~or by the Company to enter into an alternative transaction that constitutes~~ a ~~Superior~~copy ~~Company~~of ~~Proposal,~~which ~~and~~was ~~further~~filed ~~provides~~as ~~that,~~Exhibit ~~upon~~2.1 ~~termination~~to of the ~~Merger~~Announcement ~~Agreement~~Report ~~under~~and ~~specified~~is ~~circumstances,~~incorporated ~~the~~herein ~~Company~~by ~~may be required to pay Parent a termination fee of $118 million~~reference.

AItem ~~copy of the Merger Agreement is attached hereto as Exhibit 2.~~1 ~~and is incorporated herein by reference~~.02 ~~The~~Termination ~~foregoing description~~ of ~~the~~a ~~Merger~~Material ~~Agreement~~Definitive ~~does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger~~ Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Parent. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are 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 exceptions to the representations, warranties and covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Merger Sub and Parent, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Merger Sub or Parent.

~~Tender~~On August 16, 2024, in connection with the consummation of the Merger and ~~Support~~effective ~~Agreements~~as of the Effective Time, (i) the Company terminated the Company’s 2018 Stock Incentive Plan, Amended and Restated 2019 Equity Incentive Plan, 2019 Employee Stock Purchase Plan and 2024 Equity Inducement Plan and (ii) the Investors’ Rights Agreement entered into as of December 5, 2018, by and among the Company and the investors listed on Schedule A thereto, terminated automatically in accordance with its terms.

OnIn ~~July 7~~addition, ~~2024,~~as inpreviously ~~connection with the Merger Agreement~~disclosed, ~~each~~on ~~of (i)~~April ~~Timothy Springer~~26, ~~Chafen Lu~~2024, ~~Springer-Lu~~the ~~Family~~Company ~~2004~~entered ~~Irrevocable~~into ~~Trust~~a ~~dated~~Sales ~~March 29,~~Agreement ~~2004~~(the ~~FBO~~“Sales ~~– Kayla, Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004 FBO – Minerva and TAS Partners LLC, (ii~~Agreement”) ~~Praveen~~ ~~Tipirneni~~with ~~and~~TD ~~The~~Securities ~~Praveen Tipirneni Irrevocable Trust of 2019 and~~ (~~iii~~USA) ~~Amir~~ ~~Nashat,~~LLC ~~Polaris Partners VII, L.P. and Polaris Entrepreneurs Fund VII, L.P.~~ (~~collectively,~~ the “~~Supporting~~Sales ~~Stockholders~~Agent”), inwith ~~each~~respect ~~case,~~to inan ~~their capacity as a stockholder of~~ “at-the-market” ~~Company~~offering ~~and who~~program, ~~collectively,~~under ~~beneficially~~which ~~own approximately 20.5% of~~ the ~~outstanding~~Company ~~Shares,~~could ~~entered~~offer ~~into a Tender~~ and ~~Support Agreement (together~~sell, ~~the~~from ~~“Tender~~time ~~and~~to ~~Support Agreements”) with Parent and Merger Sub. The Tender and Support Agreements provide~~time, ~~among~~shares ~~other~~of ~~things,~~its ~~that~~Common ~~each~~Stock ofthrough the ~~Supporting~~Sales ~~Stockholders~~Agent. ~~will~~Effective ~~tender~~as ~~all~~ of ~~the~~August 16, ~~Shares held by such Supporting Stockholder~~2024, asthe ~~applicable,~~Company interminated the ~~Offer~~Sales Agreement.

~~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 Supporting 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 ~~description~~contained ~~of the Tender and Support Agreements does not purport to be complete and is qualified~~ in ~~its entirety by reference to~~ the ~~full~~Introductory ~~text~~Note of ~~each~~this ofCurrent ~~the~~Report ~~Tender~~on ~~and~~Form ~~Support~~8-K ~~Agreements,~~is ~~which are attached hereto as Exhibits 10.1, 10.2 and 10.3 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 ~~July~~August 816, 2024, the Company (i) notified The Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger and ~~Parent~~(ii) requested ~~issued~~that aNasdaq ~~joint~~suspend ~~press~~trading ~~release~~of ~~announcing~~the Common Stock, effective as of close of business on August 16, 2024, and file with the ~~execution~~SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist all the ~~Merger~~Common ~~Agreement.~~Stock Afrom ~~copy~~Nasdaq and deregister the Common Stock under Section 12(b) of the ~~press~~Securities ~~release~~Exchange isAct ~~attached~~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 about the expected timetable for completing the transaction, the Company’s~~ and ~~Parent’s~~Items ~~beliefs and expectations and statements about the benefits sought to be achieved by Parent’s proposed acquisition of the Company~~2.01, ~~the potential effects of the acquisition on both the Company and Parent, and the possibility of any termination of the Merger Agreement~~3.01 In some cases, forward-looking statements may be 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 thereof~~5.03 ~~These~~of ~~words~~this ~~are~~Current ~~intended~~Report ~~to identify forward-looking statements. The Company has based these forward-looking statements~~ on ~~current~~Form ~~expectations and projections about future events and trends that it believes may affect the financial condition, results of operations, business strategy, short~~8-~~term~~K ~~and~~is ~~long-term~~incorporated ~~business~~herein ~~operations~~by ~~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~~reference.

~~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 SEC, including in each of Parent’s and the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.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~~The ~~Information~~information ~~about~~contained in the ~~Acquisition~~Introductory Note and ~~Where~~Items to2.01, ~~Find~~5.02 Itand 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

~~The~~As ~~Offer~~a ~~referenced~~result inof ~~this~~the ~~communication~~consummation ~~has~~of ~~not~~the ~~yet~~Offer ~~commenced. This communication is for informational purposes only, is not a recommendation~~ and isthe ~~neither~~consummation ~~an offer to purchase nor a solicitation~~ of ~~an offer to sell any securities, nor is it a substitute for~~ the ~~tender offer materials that, Parent and~~ Merger ~~Sub~~in ~~will~~accordance ~~file~~ with ~~the~~Section 251(h) ~~SEC upon commencement~~ of the ~~Offer.~~DGCL Aon ~~solicitation~~August 16, ~~and~~2024, ~~offer~~a tochange ~~buy~~in ~~outstanding~~control ~~shares~~ of the Company ~~will~~occurred. ~~only~~At bethe ~~made~~Effective ~~pursuant~~Time, to the ~~tender~~Company ~~offer~~became ~~materials~~a ~~that~~wholly ~~Parent~~owned ~~and~~subsidiary ~~Merger~~of ~~Sub intend to file with the SEC~~Parent. AtThe ~~the time the~~ Offer isPrice ~~commenced,~~was ~~Parent~~funded ~~and Merger Sub will file~~ with the ~~SEC~~net ~~tender~~proceeds ~~offer~~from ~~materials on Schedule TO and the Company will file with the SEC~~ a ~~Solicitation/Recommendation~~debt ~~Statement~~issuance onby ~~Schedule 14D-9 with respect to the Offer~~Parent.

~~THE~~Item TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AND THE SOLICITATION / RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO5.02 ~~INVESTORS~~Departure ~~AND~~of ~~STOCKHOLDERS~~Directors OFor ~~THE~~Certain ~~COMPANY~~Officers; ~~ARE~~Election ~~URGED~~of TODirectors; ~~READ~~Appointment ~~THESE~~of ~~DOCUMENTS~~Certain ~~CAREFULLY~~Officers; ~~WHEN~~Compensatory ~~THEY~~Arrangements ~~BECOME~~of ~~AVAILABLE~~Certain (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 OFFEROfficers.

The ~~tender~~information ~~offer~~set ~~materials~~forth ~~(including~~in the ~~Offer~~Introductory toNote ~~Purchase and the related Letter~~ of ~~Transmittal),~~this asCurrent ~~well~~Report as the Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at Parent’s website at investor.lilly.com and (once they become available) will be mailed to the stockholders of the Company free of charge. Copies of the documents filed with the SEC by the Company will be available free of charge on ~~the~~Form ~~Company’s~~8-K website, investor.morphictx.com, or by contacting the Company’s investor relations department at chris.erdman@morphictx.com. The information contained in, or that can be accessed through, the Company’s and Parent’s websites is ~~not a part of, or~~ incorporated ~~by reference~~ herein. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SEC’s website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Parent and the Company file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by ~~Parent and the Company with the SEC for free on the SEC’s website at www~~reference.~~sec.gov.~~

In accordance with the terms of the Merger Agreement, (i) each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time and (ii) Gordon J. Brooks, Michael C. Thompson and Christopher Anderson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time. The resignations described in clause (i) of the preceding sentence were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies or practices.

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 Michael C. Thompson as President and Treasurer, Christopher Anderson as Secretary, Katie Lodato as Assistant Treasurer and Jonathan Groff as Assistant Secretary. Effective immediately following completion of the Merger, all of the incumbent officers of the Company as of immediately prior to the Effective Time were removed as officers of the Company.

Biographical and other information with respect to Gordon J. Brooks, Michael C. Thompson, Christopher Anderson, Katie Lodato and Jonathan Groff 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 July 19, 2024 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, and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated July 7, 2024, by and among Eli Lilly and Company, Rainier Acquisition Corporation and Morphic Holding, Inc., ~~Eli~~(incorporated ~~Lilly~~by ~~and~~reference ~~Company~~to ~~and~~Exhibit ~~Rainier~~2.1 ~~Acquisition~~to ~~Corporation~~the Current Report on Form 8-K filed by Morphic Holding, ~~dated~~Inc. with the Securities and Exchange Commission on July 78, 2024 (File No. 001- 38940)). *
10.1		Tender and Support Agreement, dated as of July 7, 2024, by and among Eli Lilly and Company, Rainier Acquisition Corporation, Timothy Springer, Chafen Lu, Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004 FBO – Kayla, Springer-Lu Family 2004 Irrevocable Trust dated March 29, 2004 FBO – Minerva and TAS Partners LLC.
3.1		Amended and Restated Certificate of Incorporation of Morphic Holding, Inc. **
10.2		Tender and Support Agreement, dated as of July 7, 2024, by and among Eli Lilly and Company, Rainier Acquisition Corporation, Praveen Tipirneni and The Praveen Tipirneni Irrevocable Trust of 2019.
3.2		Amended and Restated Bylaws of Morphic Holding, Inc. **
10.3		Tender and Support Agreement, dated as of July 7, 2024, by and among Eli Lilly and Company, Rainier Acquisition Corporation, Amir Nashat, Polaris Partners VII, L.P. and Polaris Entrepreneurs Fund VII, L.P.
99.1		Joint Press Release, dated July 8, 2024.
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.

~~SIGNATURE~~** Filed herewith.

~~Pursuant~~SIGNATURES ~~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.~~

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.


	MORPHIC HOLDING, INC.

Date: August 16, 2024	By:	/s/ Michael C. Thompson
	Name:	Michael C. Thompson
	Title:	President

MORPHIC HOLDING, INC.

Date: July 8, 2024

/s/ Marc Schegerin

Marc Schegerin, M.D.

Chief Financial Officer and Chief Operating Officer

Filing Compare · Morphic Holding, Inc.