UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Explanatory Note
On October 31, 2023, Aileron Therapeutics, Inc., a Delaware corporation (“Aileron” or the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Report”) to report that, among other things, the Company acquired Lung Therapeutics, Inc., a Texas corporation (“Lung”), pursuant to that certain Agreement and Plan of Merger, dated October 31, 2023 (the “Merger Agreement”), by and among Aileron, AT Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Aileron (“First Merger Sub”), AT Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Aileron (“Second Merger Sub”), and Lung. Pursuant to the Merger Agreement, First Merger Sub merged with and into Lung, pursuant to which Lung was the surviving entity and became a wholly owned subsidiary of Aileron (the “First Merger”). Immediately following the First Merger, Lung merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (the “Second Merger,” together with the First Merger, the “Merger”).
This Current Report on Form 8-K/A is being filed by the Company to amend the Original Report solely to provide the financial statement and financial information required by Item 9.01 of Form 8-K that were not filed with the Original Report.
Except as provided herein, the disclosures contained in this Current Report on Form 8-K/A have not been updated to reflect events, results or developments that have occurred since the filing of the Original Report. This Current Report on Form 8-K/A should be read in conjunction with the Original Report, which provides a more complete description of the Merger.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial statements of businesses or funds acquired.
The financial statements required by Item 9.01(a) and the notes related thereto are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A.
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) and the notes related thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K/A.
(d) Exhibits
Exhibit |
Description | |
| 23.1 | Consent of Deloitte LLP | |
| 99.1 | Audited Consolidated Financial Statements of Lung Therapeutics, Inc. for the years ended December 31, 2022 and 2021 | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements of Lung Therapeutics, Inc. for the nine months ended September 30, 2023 and 2022 | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information of Aileron Therapeutics, Inc. and Lung Therapeutics, Inc. as of September 30, 2023 and for the nine months ended September 30 2023 and for the year ended December 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 thereunto duly authorized.
| AILERON THERAPEUTICS, INC. | ||||||
| Date: January 11, 2024 | By: | /s/ Manuel C. Alves-Aivado, M.D., Ph.D. | ||||
| Manuel C. Alves-Aivado, M.D., Ph.D. | ||||||
| Chief Executive Officer | ||||||