Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation, Termination of Material[...]

On May 18, 2026, in connection with the Merger, the Company, as borrower, terminated the Loan and Security Agreement, dated as of December 17, 2024, as amended, by and among the Company, Essentialis, Inc., the lenders from time to time party thereto and Oxford Finance LLC, as collateral agent (the "Loan and Security Agreement"). The Company previously filed the Loan and Security Agreement as Exhibit 10.16 to its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

Employee Stock Purchase Plan

In accordance with the terms of the Merger Agreement, effective immediately prior to the Effective Time, the Company terminated its 2014 Employee Stock Purchase Plan (the "ESPP"). The Company previously filed the ESPP as Exhibit 10.5 to its Registration Statement on Form S-1, as amended (File No. 333-196635), originally filed with the SEC on July 1, 2014, and declared effective on November 12, 2014.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

As described in the Introductory Note above, promptly after the Expiration Time, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Time. On May 18, 2026, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required. Upon the consummation of the Merger, the Company became a direct wholly owned subsidiary of Parent.

The information set forth in the Introductory Note and Items 1.02, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On May 18, 2026, the Company notified The Nasdaq Capital Market ("Nasdaq") of the consummation of the Merger and requested that Nasdaq (i) suspend trading of and delist the Shares and (ii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a direct wholly owned subsidiary of Parent. The Offer Consideration was funded through Parent's cash on hand.

The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In accordance with the terms of the Merger Agreement, each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair

and Dawn Bir resigned from his or her respective positions as a member of the Company's board of directors and all committees thereof effective as of the Effective Time. Immediately following the Effective Time, Matthew C. Abernethy and Darin M. Lippoldt became the directors of the Company, in each case, as of the Effective Time. The director resignations were tendered in connection with the Merger and were not a result of any disagreement between the Company and the directors on any matter relating to the Company's operations, policies or practices.

In accordance with the terms of the Merger Agreement, (i) each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer of the Company, in each case, effective as of the Effective Time. Following the Effective Time, the officers of the Company are as follows: Darin M. Lippoldt (President and Secretary) and Matthew C. Abernethy (Treasurer and Vice President).

Information about Matthew C. Abernethy and Darin M. Lippoldt is contained in the Offer to Purchase, filed by Purchaser and Parent as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on April 20, 2026, which information is incorporated herein by reference.

The foregoing director and officer resignations were tendered in connection with the Merger and were not a result of any disagreement between the Company and such former directors and officers on any matter relating to the Company's operations, policies or practices.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.