UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
KARUNA THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
Karuna Therapeutics, Inc. circulated the following FAQs to certain of its employees on December 22, 2023:
Karuna & BMS Announcement
Employee FAQ
Transaction overview
What has been announced?
Why is the merger happening?
Did another party approach Karuna?
What are the terms of the transaction?
When will the transaction be finalized?
What needs to be completed for the merger to close?
Human Resources
Will there be any layoffs as a result of this announcement?
How does this announcement impact my base compensation, bonus, benefits, or other terms of my employment?
Will there be promotions and merit raises in 2024?
What will happen to my equity when the transaction closes?
Example A:
Example B:
What does severance look like?
Will my job remain the same?
I’m on a work visa. How will this impact me?
Can I exercise my vested options or sell vested shares before the closing of the transaction?
Am I still an employee of Karuna or BMS?
At the closing of the merger, will I then work for BMS?
Organization & Operational Impact
Will the Karuna leadership team remain in place?
How will Karuna fit into the overall organization of BMS? When will we know what the new organizational structure will be?
How does this merger affect my day-to-day responsibilities? Do we have to get approval from BMS on critical decisions before close?
What are the expectations with regard to interactions between Karuna and BMS employees between now and closing? Should I reach out to, or expect to hear from, my counterpart at BMS?
Will my manager remain the same?
How should I handle previously scheduled travel, business meetings, etc.?
I have approved open headcount. Can I still fill my position?
I have a new hire that has accepted an offer and is planning to start in the coming weeks/months. What do I do?
How does this affect our interactions with patient advocacy groups, physicians, customers, regulatory agencies, vendors, clinical trial sites, etc.? What type of transition will occur before closing?
Will we continue with planned regulatory (i.e., FDA) interactions before the closing of the transaction?
What impact will this have on our current clinical trials and programs? How does this affect work on earlier pipeline assets?
Misc.
What should I do if I am contacted by an external party, such as the media or an investor?
How will I be informed in the future about any changes / updates?
Who can I contact if I have more questions?
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: completion of the proposed transaction is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; required approvals to complete the proposed transaction by our stockholders and the receipt of certain regulatory approvals, to the extent required, and the timing and conditions for such approvals; the stock price of Karuna Therapeutics, Inc. prior to the consummation of the proposed transaction; and the satisfaction of the closing conditions to the proposed transaction; our limited operating history; our ability to obtain necessary funding; our ability to generate positive clinical trial results for our product candidates; risks inherent in clinical development; the timing and scope of regulatory approvals; changes in laws and regulations to which we are subject; competitive pressures; our ability to identify additional product candidates; risks relating to business interruptions; and other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2022 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of Karuna Therapeutics, Inc. by Bristol-Myers Squibb Company. In connection with this proposed acquisition, Karuna Therapeutics, Inc. plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that Karuna Therapeutics, Inc. may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF KARUNA THERAPEUTICS, INC. ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Karuna Therapeutics, Inc. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Karuna Therapeutics, Inc. through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Karuna Therapeutics, Inc. will be available free of charge on Karuna Therapeutics, Inc.’s internet website at www.karunatx.com or upon written request to: Investor Relations, Karuna Therapeutics, Inc., 99 High Street, Floor 26, Boston, Massachusetts or by telephone at (857) 449-2244.
Participants in Solicitation
Karuna, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Karuna is set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 27, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
Karuna Therapeutics, Inc.
99 High Street, 26th Floor
Boston, Massachusetts 02110
Attention: Mia Kelley
Tel. (857) 449-2244
www.karunatx.com