Item 5. Other Information
Item 5.
Other Information
None.
Item 6.
Exhibits.
Exhibit
Number
Description
2.1*
Merger Agreement, dated as of October 15, 2020, by and between FS Development Corp., FSG Merger Sub Inc., Gemini Therapeutics, Inc. and Shareholder Representative Services, LLC (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K/A, filed with the SEC on October 20, 2020).
10.1
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K/A, filed with the SEC on October 20, 2020).
10.2
Company Support Agreement, dated as of October 15, 2020, by and among FS Development Corp. and certain supporting stockholders of Gemini Therapeutics, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K/A, filed with the SEC on October 20, 2020).
10.3
Parent Support Agreement, dated as of October 15, 2020, by and among FS Development Corp., Gemini Therapeutics, Inc., FS Development Holdings, LLC and certain supporting stockholders of FS Development Corp. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K/A, filed with the SEC on October 20, 2020).
10.4
Form
of Non-Redemption Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form
S-4, filed with the SEC on November 2, 2020).
31.1
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL
Instance Document
101.SCH
XBRL
Taxonomy Extension Schema Document
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL
Taxonomy Extension Label Linkbase Document
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document
23
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 on this 10th day of November, 2020.
FS DEVELOPMENT CORP.
By:
/s/
Jim Tananbaum
Name:
Jim Tananbaum
Title:
President
and Chief Executive Officer
(Principal Executive
Officer)
By:
/s/
Dennis Ryan
Name:
Dennis Ryan
Title:
Chief Financial
Officer
(Principal Financial
Officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.