VIELA BIO, INC. : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, on March 13, 2021, Purchaser irrevocably accepted for payment all Company Shares validly tendered pursuant to the Offer and not validly withdrawn as of the expiration of the Offer. On March 15, 2021, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the stockholders of the Company required to consummate the Merger. Upon the consummation of the Merger, the Company became an indirect wholly owned subsidiary of Ultimate Parent. The disclosure under the Introductory Note is incorporated herein by reference.

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

On March 15, 2021, the Company (x) notified The Nasdaq Global Select Market ("Nasdaq") of the consummation of the Merger and (y) requested that Nasdaq (i) suspend trading of the Company Shares before the opening of trading on March 15, 2021 and (ii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to effect the delisting of the Company Shares from Nasdaq and to deregister the Company Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure under the Introductory Note and Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosure under the Introductory Note and Items 2.01, 5.02 and 5.03 is incorporated herein by reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, effective immediately after the Effective Time, each of (i) Zhengbin (Bing) Yao, Ph.D., Yanling Cao, Edward Hu, Rachelle Jacques, Chris Nolet, Tyrell Rivers, Ph.D. and Andreas Wicki, Ph.D. ceased serving as a member of the board of directors of the Company and each committee thereof and (ii) Dr. Yao, Mitchell Chan, Jörn Drappa, M.D., Ph.D. and William Ragatz ceased serving as an officer of the Company.

Further, pursuant to the Merger Agreement and effective immediately after the Effective Time, Timothy P. Walbert and Paul W. Hoelscher, the members of the board of directors of, and President and Treasurer, respectively, of Purchaser immediately prior to the Effective Time, became the members of the board of directors and officers of the Company, holding the same positions. Information about Mr. Walbert and Mr. Hoelscher is contained in the Offer to Purchase, dated February 12, 2021, filed by Ultimate Parent, Parent and Purchaser as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO filed with the SEC on February 12, 2021 , which information is incorporated herein by reference.

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

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.                                     Description

2.1*           Agreement and Plan of Merger, dated January 31, 2021, by and among
             Horizon Therapeutics USA,  Inc., Teiripic Merger Sub, Inc., Viela
             Bio, Inc. and solely for purposes of Sections 6.7 and 9.12 of the
             Merger Agreement, Horizon Therapeutics  plc (incorporated by reference
             to the Company's Current Report on Form 8-K filed with the SEC on
             February 1, 2021)

3.1            Amended and Restated Certificate of Incorporation of Viela Bio, Inc.


3.2            Amended and Restated Bylaws of Viela Bio, Inc.

* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company

agrees to furnish supplemental copies of any omitted schedules to the SEC upon

its request.

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