ARENA PHARMACEUTICALS INC : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, on March 11, 2022, the Merger was completed. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent. The disclosure under the Introductory Note is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference. On March 11, 2022, the Company (i) notified The Nasdaq Global Select Market ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on March 11, 2022 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to effect the delisting of the Shares from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note and Items 2.01, 3.01 and 5.03 are incorporated herein by reference.

At the Effective Time, each holder of Shares outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such stockholder's Shares), except that those Shares that were owned by the Company or owned by Parent or Merger Sub were cancelled.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 are incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the closing of the Merger (the "Closing"), each of Amit D. Munshi, Tina S. Nova, Garry Neil, Jayson Dallas, Jennifer Jarrett, Oliver Fetzer, Kieran T. Gallahue, Katharine Knobil, Nawal Ouzren and Steven J. Schoch ceased serving as a member of the board of directors of the Company and each committee thereof.

Further, pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, (i) the directors of Merger Sub in place as of immediately prior to the Effective Time became the directors of the Surviving Corporation and (ii) the officers of the Company in place as of immediately prior to the Effective Time became the officers of the Surviving Corporation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                    Description

  2.1*   Agreement and Plan of Merger, dated December 12, 2021, by and among the
         Company, Pfizer Inc. and Antioch Merger Sub, Inc. (incorporated by
         reference to the Company's Current Report on Form 8-K filed with the SEC on
         December 13, 2021)

  3.1    Amended and Restated Certificate of Incorporation of Arena Pharmaceuticals,
         Inc.

  3.2    Amended and Restated Bylaws of Arena Pharmaceuticals, Inc.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company

agrees to furnish supplemental copies of any omitted schedules to the SEC upon

its request.

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