Item 7.01. Regulation FD Disclosure.
As previously announced, on
On
Furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference are social media posts posted by Disc on LinkedIn and
Twitter on
The information in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section 21E of the Exchange Act and Section 27A of the
Securities Act of 1933, as amended (the "Securities Act")) concerning Gemini,
Disc, the proposed transaction and other matters. These forward-looking
statements include express or implied statements relating to Gemini's management
team's expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "contemplate," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"will," "would" and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on current
expectations and beliefs concerning future developments and their potential
effects. There can be no assurance that future developments affecting Gemini,
Disc or the proposed transaction will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond Gemini's control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, the risk that the conditions to the closing of
the transaction are not satisfied, including the failure to obtain stockholder
approval for the transaction; the risk that the concurrent financing is not
completed in a timely manner or at all; uncertainties as to the timing of the
consummation of the transaction and the ability of each of Gemini and Disc to
consummate the transaction, including the concurrent financing; risks related to
Gemini's continued listing on the
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and other events and unanticipated spending and costs that could reduce the
combined company's cash resources; the occurrence of any event, change or other
circumstance or condition that could give rise to the termination of the merger
agreement; the effect of the announcement or pendency of the merger on Gemini's
or Disc's business relationships, operating results and business generally;
costs related to the merger; the outcome of any legal proceedings that may be
instituted against Gemini, Disc or any of their respective directors or officers
related to the merger agreement or the transactions contemplated thereby; the
ability of Gemini or Disc to protect their respective intellectual property
rights; competitive responses to the transaction; unexpected costs, charges or
expenses resulting from the transaction; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
transaction; legislative, regulatory, political and economic developments; and
those factors described under the heading "Risk Factors" in the Gemini's most
recent Annual Report on Form 10-K filed with the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the
In connection with the proposed transaction between Gemini and Disc, Gemini
intends to file relevant materials with the
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proxy statement/prospectus/information statement and other documents filed by
Gemini with the
Participants in the Solicitation
Gemini, Disc and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Gemini's directors and executive
officers is included in Gemini's most recent Annual Report on Form 10-K,
including any information incorporated therein by reference as filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release issued byDisc Medicine, Inc. onOctober 31, 2022 99.2 Social media posts, posted byDisc Medicine, Inc. onOctober 31, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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