The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The consummation of the Offer and Merger constitutes a Merger Event and a Fundamental Change, each as defined in the Indenture, dated May 16, 2017 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Company’s 3.00% Convertible Notes due 2022 (“Notes”). The effective date of the Merger Event and Fundamental Change is February 20, 2020 (the “Note Effective Date”), the date of the consummation of the Merger.

As a result of the Fundamental Change, each holder of the Notes will have the right to require the Company to repurchase its Notes, to the terms and procedures set forth in the Base Indenture, for a cash repurchase price equal to the Fundamental Change Repurchase Price (as defined in the Base Indenture). In addition, as a result of the Fundamental Change and Merger Event, holders of the Notes will have a right to convert their Notes for Reference Property (as defined in the Base Indenture) commencing on the Note Effective Date, subject to the terms of the Base Indenture as supplemented by the First Supplemental Indenture, as described below.

As a result of the Merger Event, to the Base Indenture, the Company and Trustee executed a supplemental indenture, dated February 20, 2020 (the “First Supplemental Indenture”) to, among other things, change each Note holder’s right to convert Notes for Shares on and after the Note Effective Date into a right to convert Notes for Reference Property (as defined in the Base Indenture), which consists of the Merger Consideration. Each holder of Notes who elects to convert such Notes will receive an amount equal to 28.2079 multiplied by the per share Merger Consideration per each $1,000 principal amount of Notes.

The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and which is incorporated herein by reference. For the avoidance of doubt, the foregoing disclosure does not constitute the Fundamental Change Company Notice (as defined in the Base Indenture).

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 10, 2020, Dermira (i) notified The Nasdaq Stock Market (“Nasdaq”) of the anticipated consummation of the Merger and (ii) requested that Nasdaq (x) suspend trading of the Shares, effective February 20, 2020 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Dermira intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Dermira’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger to Section

251(h) of the DGCL, on February 20, 2020, a change in control of Dermira occurred and Dermira is now a wholly-owned subsidiary of Lilly.

The disclosures under the Introductory Note and Item 3.01 are 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.

to the Merger Agreement, as of the Effective Time, Eugene A. Bauer, M.D., David E. Cohen, M.D., M.P.H., Fred Craves, Ph.D., Matthew Fust, Halley E. Gilbert, Esq., Mark McDade, Jake Nunn, William Ringo, Kathleen Sebelius and Thomas G. Wiggans each resigned from his or her respective position as a member of the Dermira Board of Directors and any committee thereof. These resignations were not a result of any disagreement between Dermira and the directors on any matter relating to Dermira’s operations, policies or practices.

Following the Merger and to the Merger Agreement, as of the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time were Heather Wasserman, Gordon Brooks and Philip L. Johnson. The officers of Purchaser immediately prior to the Effective Time were Heather Wasserman as President, Philip L. Johnson as Vice President and Treasurer, Bronwen Mantlo as Secretary and Katie Lodato as Vice President, Corporate Tax and Assistant Treasurer. Information regarding the new directors and executive officers has been previously disclosed in Schedule 1 of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Lilly and Purchaser on January 22, 2020.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

to the terms of the Merger Agreement, as of the Effective Time, Dermira’s certificate of incorporation was amended and restated in its entirety. A copy of Dermira’s Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

to the terms of the Merger Agreement, as of the Effective Time, Dermira’s bylaws were amended and restated in their entirety. A copy of Dermira’s Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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Dermira, Inc. Exhibit
EX-3.1 2 a220208-kexhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFDERMIRA,…
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About DERMIRA, INC. (NASDAQ:DERM)

Dermira, Inc. is a biopharmaceutical company. The Company is focused on identifying, developing and commercializing differentiated therapies for dermatologic diseases. The Company’s portfolio includes three late-stage product candidates that target unmet needs and market opportunities, such as Cimzia (certolizumab pegol), DRM04 and DRM01. Cimzia is an injectable biologic tumor necrosis factor-alpha inhibitor, or TNF inhibitor, that is approved and marketed for the treatment of numerous inflammatory diseases spanning multiple medical specialties, including rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis and Crohn’s disease. DRM04 is a topical, small-molecule anticholinergic product for the treatment of hyperhidrosis. DRM01 is a topical, small-molecule sebum inhibitor for the treatment of acne.