IGNYTA, INC. (NASDAQ:RXDX) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.
On February8, 2018, the Company and Roche Holding Ltd, the ultimate parent company of Parent, issued a joint media release relating to the expiration of the Offer and the anticipated consummation of the Merger. A copy of the media release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 1.02. | Financial Statements and Exhibits. |
(d) Exhibits.
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ExhibitNo. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of December 21, 2017, by and among Ignyta, Inc., Roche Holdings, Inc. and Abingdon Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, event date December 21, 2017, filed with the SEC on December 22, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation of Ignyta, Inc. |
| 3.2 | Amended and Restated Bylaws of Ignyta, Inc. |
| 99.1 | Joint Media Release issued by Roche and Ignyta, Inc. on February 8, 2018. |
Ignyta, Inc. ExhibitEX-3.1 2 d451894dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IGNYTA,…To view the full exhibit click here
About IGNYTA, INC. (NASDAQ:RXDX)
Ignyta, Inc. is an oncology biotechnology company. The Company focuses on an integrated therapeutic (Rx) and companion diagnostic (Dx) strategy for treating cancer patients. Its Rx is focused on discovering, in licensing or acquiring, then developing and commercializing molecularly targeted therapies that, sequentially or in combination, are foundational for eradicating residual disease. Its Dx focuses on pairing the product candidates with biomarker-based companion diagnostics that are designed to identify, at the molecular level, the patients likely to benefit from the therapies. Its entrectinib is an orally bioavailable, small molecule tyrosine kinase inhibitor directed to the tropomyosin receptor kinase (Trk) family tyrosine kinase receptors (TrkA, TrkB and TrkC), ROS1 and anaplastic lymphoma kinase (ALK) proteins for the treatment of solid tumors. Its entrectinib is in Phase II/III of clinical development. Its taladegib is a small molecule and hedgehog or smoothened antagonist.