Gilead Sciences Files 8-K Report

TL;DR

Gilead filed an 8-K. Standard stuff, mostly financial exhibits.

AI Summary

On March 22, 2024, Gilead Sciences, Inc. filed an 8-K report. The filing primarily concerns financial statements and exhibits, along with other events and a Regulation FD disclosure. No specific new material events or financial figures beyond the standard reporting requirements were detailed in the provided excerpt.

Why It Matters

This filing serves as a standard disclosure for Gilead Sciences, Inc., providing updates on financial statements and other relevant events as required by the SEC.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not appear to contain any new material adverse information.

Key Players & Entities

• GILEAD SCIENCES, INC. (company) — Registrant
• March 22, 2024 (date) — Date of Report
• 333 Lakeside Drive, Foster City, California 94404 (address) — Principal executive offices
• 650-574-3000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value, $0.001 per share GILD The Nasdaq Global Sele
• $0.0001 — " Shares ") of common stock, par value $0.0001 per share, of the Company (other than (
• $32.50 — ned subsidiary of Parent) at a price of $32.50 per Share (the " Offer Price "), net to
• $4.3 billion — the Offer and Merger was approximately $4.3 billion. Item 9.01. Financial Statements and E

Filing Documents

• tm249475d1_8k.htm (8-K) — 32KB
• tm249475d1_ex99-1.htm (EX-99.1) — 13KB
• tm249475d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-037619.txt ( ) — 223KB
• gild-20240322.xsd (EX-101.SCH) — 3KB
• gild-20240322_lab.xml (EX-101.LAB) — 33KB
• gild-20240322_pre.xml (EX-101.PRE) — 22KB
• tm249475d1_8k_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 22, 2024, Gilead Sciences, Inc., a Delaware corporation (" Parent " or " Gilead "), issued a press release announcing the completion of the acquisition of the CymaBay Therapeutics, Inc., a Delaware corporation (the " Company "), a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information in Item 7.01 and Item 9.01 of this Form 8-K and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

01. Other Events

Item 8.01. Other Events. As previously disclosed, on February 11, 2024, Gilead entered into an Agreement and Plan of Merger (the " Merger Agreement "), among Parent, the Company and Pacific Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (" Purchaser "). In accordance with the terms of the Merger Agreement, on March 22, 2024, Gilead completed the acquisition of the Company. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on February 23, 2024, Purchaser commenced a tender offer (the " Offer "), to purchase all of the issued and outstanding shares (the " Shares ") of common stock, par value $0.0001 per share, of the Company (other than (i) Shares owned immediately prior to the effective time of the Merger by the Company (including those held in the treasury of the Company) and (ii) Shares owned both as of the commencement date of the Offer and immediately prior to the effective time of the Merger by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent) at a price of $32.50 per Share (the " Offer Price "), net to the seller in cash, without interest, and subject to any required withholding of taxes. The Offer expired at one minute after 11:59 p.m., Eastern Time, on March 21, 2024. According to Equiniti Trust Company, LLC, the depositary for the Offer, 93,682,371 Shares were validly tendered and not withdrawn in the Offer, representing approximately 77.3% of the outstanding Shares (not including 5,095,996 Shares delivered through Notices of Guaranteed Delivery, representing approximately 4.2% of the Shares outstanding). The number of Shares tendered satisfied the condition to the Offer that there be validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) owned by Purchaser and its affiliates (as such term is defined in Section 251(h)(6) of the General Corporation Law of the State of Delaware (the " DGCL ")), r

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following Exhibit 99.1 is furnished pursuant to this Item 9.01. Exhibit Number Description 99.1 Press Release, dated March 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. GILEAD SCIENCES, INC. By: /s/ Andrew Dickinson Name: Andrew Dickinson Title: Chief Financial Officer Dated: March 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR