PRDS SEC-arkiveringar - Pardes Biosciences Inc- Årsredovisning, Fullmaktsutlåtande, prospekt

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pardes Biosciences Inc

SEC Filings (Chronological Order)

Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.

September 11, 2023	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40067 PARDES BIOSCIENCES, INC. (Exact name of registrant as specified in
August 31, 2023	EX-99.1	Pardes Biosciences Announces Closing of Tender Offer Exhibit 99.1 Pardes Biosciences Announces Closing of Tender Offer CARLSBAD, Calif., August 31, 2023 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (Nasdaq: PRDS) (Pardes or the Company) today announced that MediPacific, Inc. (MediPacific), an affiliate of Foresite Capital, through its wholly owned subsidiary MediPacific Sub, Inc. (Merger Sub), has successfully completed the previously announced tende
August 31, 2023	EX-3.2	SECOND AMENDED AND RESTATED PARDES BIOSCIENCES, INC. (a Delaware Corporation) TABLE OF CONTENTS Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS Of PARDES BIOSCIENCES, INC. (a Delaware Corporation) TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 STOCKHOLDERS 2 ARTICLE 3 DIRECTORS 7 ARTICLE 4 COMMITTEES OF THE BOARD 9 ARTICLE 5 OFFICERS 10 ARTICLE 6 GENERAL PROVISIONS 12 ARTICLE 1 DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.1 “Assistant Sec
August 31, 2023	S-8 POS	As filed with the Securities and Exchange Commission on August 31, 2023 As filed with the Securities and Exchange Commission on August 31, 2023 Registration No.
August 31, 2023	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commissio
August 31, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) PARDES BIOSCIENCES, INC. (Name SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) PARDES BIOSCIENCES, INC. (Name of Subject Company) PARDES BIOSCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of
August 31, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) PARDES BIOSCIENCES, INC. (Name of Subject Company ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Persons (Offeror)) MEDIPACIFIC, INC. (Name of Filing Persons (Parent of Offeror)) FS DEVELOPMENT HOLDIN
August 31, 2023	EX-99.(D)(11)	EXECUTION VERSION CONTINGENT VALUE RIGHTS AGREEMENT By and among Pardes Biosciences, Inc., Continental Stock Transfer & Trust, as Rights Agent Fortis Advisors LLC, as Representative Dated as of August 31, 2023 TABLE OF CONTENTS Exhibit 99.(d)(11) EXECUTION VERSION CONTINGENT VALUE RIGHTS AGREEMENT By and among Pardes Biosciences, Inc., Continental Stock Transfer & Trust, as Rights Agent and Fortis Advisors LLC, as Representative Dated as of August 31, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions 5 ARTICLE II CONTINGENT VALUE RIGHTS 6 Section 2.1 C
August 31, 2023	POS AM	As filed with the Securities and Exchange Commission on August 31, 2023 As filed with the Securities and Exchange Commission on August 31, 2023 Registration No.
August 31, 2023	SC 13D/A	PRDS / Pardes Biosciences Inc / FS Development Holdings II, LLC - SC 13D/A Activist Investment SC 13D/A 1 brhc20058275sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Pardes Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69945Q105 (CUSIP Number) Dennis Ryan FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 9493
August 31, 2023	SC 13E3/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Pardes Biosciences, Inc. (Name of the Issuer) P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Pardes Biosciences, Inc. (Name of the Issuer) Pardes Biosciences, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69945Q 105 (CUSI
August 31, 2023	POS AM	As filed with the Securities and Exchange Commission on August 31, 2023 As filed with the Securities and Exchange Commission on August 31, 2023 Registration No.
August 31, 2023	EX-99.(A)(1)(K)	Pardes Biosciences Announces Closing of Tender Offer Exhibit (a)(1)(K) Pardes Biosciences Announces Closing of Tender Offer CARLSBAD, Calif.
August 31, 2023	EX-3.1	THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARDES BIOSCIENCES, INC. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARDES BIOSCIENCES, INC. 1. The name of the Corporation is: Pardes Biosciences, Inc. 2. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808. The name of its registered agent at such address is Corporation
August 28, 2023	EX-99.(C)(13)	PROJECT PACIFIC STRATEGIC PROCESS OUTREACH SUMMARY SUBMITTED PROPOSAL (N=8) (1) (1) (1) (1) (1) (1) (1) (1) POTENTIAL INVITE TO PROCESS (N=3) PASSED (N=1) FINANCIAL BUYERS TO CONSIDER CONTACTING (N=3) (1): Indicates executed CDA. Confidential 1 Exhibit (c)(13) PROJECT PACIFIC SUMMARY OF INITIAL INDICATIONS OF INTEREST MAY 25, 2023 Confidential PROJECT PACIFIC STRATEGIC PROCESS OUTREACH SUMMARY SUBMITTED PROPOSAL (N=8) (1) (1) (1) (1) (1) (1) (1) (1) POTENTIAL INVITE TO PROCESS (N=3) PASSED (N=1) FINANCIAL BUYERS TO CONSIDER CONTACTING (N=3) (1): Indicates executed CDA.
August 28, 2023	EX-99.(C)(14)	PROJECT PACIFIC PROCESS SUMMARY STRATEGICS WHO HAVE CONDUCTED MANAGEMENT PRESENTATIONS (N=3) (1) (1) (1)(2) FINANCIAL BUYERS CONTACTED (N=3) (1)(2)(4) (3) DE-PRIORITIZED STRATEGICS WHO HAVE SUBMITTED PROPOSALS STRATEGICS WHO PASSED (N=5) (N=1) (1) (1 Exhibit (c)(14) PROJECT PACIFIC PROCESS UPDATE JUNE 10, 2023 Confidential PROJECT PACIFIC PROCESS SUMMARY STRATEGICS WHO HAVE CONDUCTED MANAGEMENT PRESENTATIONS (N=3) (1) (1) (1)(2) FINANCIAL BUYERS CONTACTED (N=3) (1)(2)(4) (3) DE-PRIORITIZED STRATEGICS WHO HAVE SUBMITTED PROPOSALS STRATEGICS WHO PASSED (N=5) (N=1) (1) (1) (1) (1) (1) (1): Indicates executed CDA.
August 28, 2023	EX-99.(C)(12)	PROJECT PACIFIC STRATEGIC PROCESS OUTREACH SUMMARY SUBMITTED PROPOSAL (N=8) (1) (1) (1) (1) (1) (1) (1) (1) POTENTIAL INVITE TO PROCESS (N=3) PASSED (N=1) FINANCIAL BUYERS TO CONSIDER CONTACTING (N=3) (1): Indicates executed CDA. Confidential 1 Exhibit (c)(12) PROJECT PACIFIC STRATEGIC PROCESS UPDATE MAY 24, 2023 Confidential PROJECT PACIFIC STRATEGIC PROCESS OUTREACH SUMMARY SUBMITTED PROPOSAL (N=8) (1) (1) (1) (1) (1) (1) (1) (1) POTENTIAL INVITE TO PROCESS (N=3) PASSED (N=1) FINANCIAL BUYERS TO CONSIDER CONTACTING (N=3) (1): Indicates executed CDA.
August 28, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) PARDES BIOSCIENCES, INC. (Name of Subject Company ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Persons (Offeror)) MEDIPACIFIC, INC. (Name of Filing Persons (Parent of Offeror)) FS DEVELOPMENT HOLDIN
August 28, 2023	EX-99.(C)(15)	PROJECT PACIFIC PROCESS SUMMARY STRATEGICS WHO HAVE CONDUCTED MANAGEMENT PRESENTATIONS (N=3) (1) (1) (1)(2) Withdrew from process on 06/08/23 Withdrew from process on 06/10/23 FINANCIAL BUYERS CONTACTED (N=3) (1)(2)(4) (3) DE-PRIORITIZED STRATEGICS W Exhibit (c)(15) PROJECT PACIFIC PROCESS UPDATE JUNE 11, 2023 Confidential PROJECT PACIFIC PROCESS SUMMARY STRATEGICS WHO HAVE CONDUCTED MANAGEMENT PRESENTATIONS (N=3) (1) (1) (1)(2) Withdrew from process on 06/08/23 Withdrew from process on 06/10/23 FINANCIAL BUYERS CONTACTED (N=3) (1)(2)(4) (3) DE-PRIORITIZED STRATEGICS WHO HAVE SUBMITTED PROPOSALS STRATEGIC WHO PASSED (N=5) (N=1) (1) (1) (1) (1) (1) (1): Indicates executed CDA.
August 28, 2023	EX-99.(A)(1)(I)	1 Exhibit (a)(1)(I) MediPacific Offering $2.13 Per Share Plus One Contingent Value Right Per Share in Tender Offer for Pardes Biosciences LARKSPUR, Calif. August 28, 2023 (BusinessWire) – As previously announced, on July 16, 2023, MediPacific Sub, Inc. (“Purchaser”) and MediPacific, Inc. (“Parent”), affiliates of Foresite Capital, entered into a definitive agreement and plan of merger (the “Merger A
August 28, 2023	EX-99.(C)(10)	PROJECT PACIFIC SITUATION OVERVIEW • Pardes Biosciences is evaluating its strategic options following the decision to suspend the clinical development of pomotrelvir, reduce headcount by 85% and conserve its current cash balance of ~$172 million. • P $1'5(3/$&(':,7+³>;<=@´68&+,'(17,),(',1)250$7,21 +$6%((1(;&/8'(')5207+,6(;+,%,7%(&$86(,7 , ,61270$7(5,$/$1' ,, ,67+(7<3(7+$77+(5(*,675$1775($76$635,9$7(25&21),'(17,$/ Exhibit (c)(10) &(57$,1&21),'(17,$/3257,2162)7+,6(;+,%,7+$9(%((120,77(' PROJECT PACIFIC STRATEGIC ALTERNATIVES CONSIDERATIONS APRIL 13, 2023 Confidential PROJECT PACIFIC SITUATION OVERVIEW • Pardes Biosciences is evaluating its strategic options following the decision to suspend the clinical development of pomotrelvir, reduce headcount by 85% and conserve its current cash balance of ~$172 million.
August 28, 2023	SC 13E3/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Pardes Biosciences, Inc. (Name of the Issuer) P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Pardes Biosciences, Inc. (Name of the Issuer) Pardes Biosciences, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69945Q 105 (CUSI
August 28, 2023	EX-99.(A)(1)(H)	Supplement No. 1 to Offer to Purchase All Outstanding Shares of Common Stock PARDES BIOSCIENCES, INC. $2.13 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right for Each Share, Which Represents the Right to Receive One or M Exhibit (a)(1)(H) Supplement No. 1 to Offer to Purchase All Outstanding Shares of Common Stock of PARDES BIOSCIENCES, INC. At $2.13 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right for Each Share, Which Represents the Right to Receive One or More Payments in Cash, Contingent upon Receipt of Proceeds from Disposition of CVR Products during the Disposition Period
August 28, 2023	EX-99.(C)(11)	PROJECT PACIFIC Disclosures This information (including, but not limited to, prices, quotes and statistics) has been obtained from sources that we believe reliable, but we do not represent that it is accurate or complete and it should not be relied u Exhibit (c)(11) PROJECT PACIFIC PROPOSED HIGH PRIORITY PRIVATE COMPANY TARGETS MAY 2023 Confidential PROJECT PACIFIC ANHEART THERAPEUTICS INC.
August 28, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) PARDES BIOSCIENCES, INC. (Name UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) PARDES BIOSCIENCES, INC. (Name of Subject Company) PARDES BIOSCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securitie
August 28, 2023	CORRESP	555 California Street 555 California Street 12th Floor San Francisco, CA 94104 415.875.2300 Fenwick.com Douglas N. Cogen [email protected] \| 415-875-2409 August 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Attention: Christina Chalk, Senior Special Counsel Blake Grady, Special Counsel Re: Pardes Biosciences, Inc. Schedule 14D-9/A fi
August 17, 2023	EX-99.(C)(4)	PROJECT PACIFIC SITUATION OVERVIEW • Pardes Biosciences is evaluating its strategic options following the decision to suspend the clinical development of pomotrelvir, reduce headcount by 85% and conserve its current cash balance of ~$172 million. • P $1'5(3/$&(':,7+³>;<=@´68&+,'(17,),(',1)250$7,21 +$6%((1(;&/8'(')5207+,6(;+,%,7%(&$86(,7 , ,61270$7(5,$/$1' ,, ,67+(7<3(7+$77+(5(*,675$1775($76$635,9$7(25&21),'(17,$/ Exhibit (c)(4) &(57$,1&21),'(17,$/3257,2162)7+,6(;+,%,7+$9(%((120,77(' PROJECT PACIFIC STRATEGIC ALTERNATIVES CONSIDERATIONS APRIL 13, 2023 Confidential PROJECT PACIFIC SITUATION OVERVIEW • Pardes Biosciences is evaluating its strategic options following the decision to suspend the clinical development of pomotrelvir, reduce headcount by 85% and conserve its current cash balance of ~$172 million.
August 17, 2023	EX-99.(F)	2 Exhibit (f) Section 262 of the General Corporation Law of the State of Delaware § 262 Appraisal rights (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, or conversion, who
August 17, 2023	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PARDES BIOSCIENCES, INC. (Name of Subject Company ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Persons (Offeror)) MEDIPACIFIC, INC. (Name of Filing Persons (Parent of Offeror)) FS DEVELOPMENT HOLDIN
August 17, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Schedule TO (Form Type) PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Person — Offeror) a wholly-owned subsidiary of MEDIPACIFIC, INC. (Name of Filing Person — Paren Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) PARDES BIOSCIENCES, INC.
August 17, 2023	CORRESP	Douglas N. Cogen Douglas N. Cogen [email protected] \| 415-875-2409 August 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Attention: Christina Chalk, Senior Special Counsel Blake Grady, Special Counsel Re: Pardes Biosciences, Inc. Schedule 14D-9 filed on July 28, 2023 File No. 005-93142 Dear Ladies and Gentlemen: On behalf of our
August 17, 2023	EX-99.(C)(8)	[ ] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [ XYZ ] .
August 17, 2023	EX-99.(F)	1 Exhibit (f) Section 262 of the General Corporation Law of the State of Delaware § 262.
August 17, 2023	EX-99.(A)(1)(A)	Amended and Restated Offer to Purchase All Outstanding Shares of Common Stock PARDES BIOSCIENCES, INC. A Base Price of $2.02 per Share in Cash, An Additional Amount of Up to $0.17 per Share in Cash, Plus One Non-Transferable Contractual Contingent Va TABLE OF CONTENTS Exhibit (a)(1)(A) Amended and Restated Offer to Purchase All Outstanding Shares of Common Stock of PARDES BIOSCIENCES, INC.
August 17, 2023	EX-99.(C)(7)	[ ] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [ XYZ ] .
August 17, 2023	EX-99.(C)(9)	[ ] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [ XYZ ] .
August 17, 2023	EX-99.(C)(5)	[ ] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [ XYZ ] .
August 17, 2023	EX-99.(C)(6)	[ ] indicates information that has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The information has been submitted separately with the Securities and Exchange EX-99.(c)(6) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [ XYZ ] . SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit (c)(6) PROJECT PACIFIC STRATEGIC PROCESS UPDATE MAY 24, 2023 [ ] indicates information that has been omitted on the
August 17, 2023	SC 13E3/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Pardes Biosciences, Inc. (Name of the Issuer) P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Pardes Biosciences, Inc. (Name of the Issuer) Pardes Biosciences, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69945Q 105 (CUSI
August 17, 2023	EX-99.(A)(1)(G)	MediPacific Announces Calculation of Additional Price Per Share and Extension of Expiration Date for Tender Offer for Pardes Biosciences Shares Exhibit (a)(1)(G) MediPacific Announces Calculation of Additional Price Per Share and Extension of Expiration Date for Tender Offer for Pardes Biosciences Shares LARKSPUR, Calif.
August 17, 2023	EX-99.(C)(3)	PROJECT PACIFIC STRATEGIC PROCESS UPDATE JUNE 12, 2023 SVb Securities Confidential CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[ XYZ ]”.
August 17, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Pardes Biosciences, Inc. (Exact Name of Registrant and Name of Person Filing Statement) Table 1 - Transaction Value Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $132,3 Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Pardes Biosciences, Inc.
August 17, 2023	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) PARDES BIOSCIENCES, INC. (Name Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) PARDES BIOSCIENCES, INC. (Name of Subject Company) PARDES BIOSCIENCES, INC. (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of
August 14, 2023	SC 13G	PRDS / Pardes Biosciences Inc / Beryl Capital Management LLC Passive Investment SC 13G 1 prds13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pardes Biosciencs, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69945Q105 (CUSIP Number) August 2, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo
August 4, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES BIOS
July 28, 2023	SC 13E3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Pardes Biosciences, Inc. (Name of the Issuer) Pardes Biosciences, SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Pardes Biosciences, Inc. (Name of the Issuer) Pardes Biosciences, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69945Q 105 (CUSIP Number o
July 28, 2023	EX-99.EXA1C	Offer to Purchase for Cash All Outstanding Shares of Common Stock PARDES BIOSCIENCES, INC. A Base Price of $2.02 per Share in Cash, an Additional Amount of Up to $0.17 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right fo Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of PARDES BIOSCIENCES, INC.
July 28, 2023	EX-99.EXA1A	Offer to Purchase All Outstanding Shares of Common Stock PARDES BIOSCIENCES, INC. A Base Price of $2.02 per Share in Cash, An Additional Amount of Up to $0.17 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right for Each Sh TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of PARDES BIOSCIENCES, INC.
July 28, 2023	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIF UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Persons (Offeror)) MEDIPACIFIC, INC. (Name of Filing Persons (Parent of Offeror)) FS DEVELOPMENT HOLDINGS II, LLC (Name o
July 28, 2023	EX-99.EXA1B	Letter of Transmittal To Tender Shares of Common Stock PARDES BIOSCIENCES, INC. a Delaware corporation A BASE PRICE OF $2.02 PER SHARE IN CASH, AN ADDITIONAL AMOUNT OF UP TO $0.17 PER SHARE IN CASH, PLUS ONE NON-TRANSFERABLE CONTRACTUAL CONTINGENT VA Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of PARDES BIOSCIENCES, INC.
July 28, 2023	EX-99.(C)	July 16 Exhibit (c) July 16, 2023 The Special Committee and the Board of Directors Pardes Biosciences, Inc.
July 28, 2023	EX-99.(C)(2)	PROJECT PACIFIC Materials Prepared for the Board of Directors July 16, 2023 Confidential PROJECT PACIFIC EX-99.(c)(2) Exhibit (c)(2) PROJECT PACIFIC Materials Prepared for the Board of Directors July 16, 2023 Confidential PROJECT PACIFIC Leerink Partners Disclaimer This presentation (the “Presentation”) has been prepared by Leerink Partners LLC, exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. The Recipient is not permitted to reproduce, in whol
July 28, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Pardes Biosciences, Inc. (Exact Name of Registrant and Name of Person Filing Statement) Table 1 - Transaction Value Transaction valuation Fee Rate Amount of Fee Filing Fees to Be Paid $ 136, Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Pardes Biosciences, Inc.
July 28, 2023	EX-99.(F)	2 EX-99.(f) Exhibit (f) Section 262 of the General Corporation Law of the State of Delaware § 262 Appraisal rights (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, or conve
July 28, 2023	EX-99.(D)(2)	[Signature Page Follows] Exhibit (d)(2) June 13, 2023 CONFIDENTIAL Foresite Capital Management, LLC 900 Larkspur Landing Circle, Suite 150 Larkspur, CA 94939 Ladies and Gentlemen: In connection with the consideration of a possible negotiated transaction (a “Transaction”) between Pardes Biosciences, Inc.
July 28, 2023	EX-99.(C)(3)	PROJECT PACIFIC STRATEGIC PROCESS UPDATE JUNE 12, 2023 SVb Securities Confidential Exhibit (c)(3) PROJECT PACIFIC STRATEGIC PROCESS UPDATE JUNE 12, 2023 SVb Securities Confidential PROJECT PACIFIC (1):All private companies have withdrawn from the process.
July 28, 2023	EX-99.EXA1D	Offer to Purchase for Cash All Outstanding Shares of Common Stock PARDES BIOSCIENCES, INC. A Base Price of $2.02 per Share in Cash, an Additional Amount of Up to $0.17 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right fo Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of PARDES BIOSCIENCES, INC.
July 28, 2023	EX-99.EXA1E	Notice of Offer to Purchase All Outstanding Shares of Common Stock Pardes Biosciences, Inc. A Base Price of $2.02 per Share in Cash, An Additional Amount of Up to $0.17 per Share in Cash, Plus One Non-Transferable Contractual Contingent Value Right f Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
July 28, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Schedule TO (Form Type) PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Person — Offeror) a wholly-owned subsidiary of MEDIPACIFIC, INC. (Name of Filing Person — Paren Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) PARDES BIOSCIENCES, INC.
July 28, 2023	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. ) PARDES BIOSCIENCES, INC. (Name SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 17, 2023	SC14D9C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Name of Subject SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Name of Subject Company) PARDES BIOSCIENCES, INC. (Name of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities
July 17, 2023	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIF UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Name of Subject Company (Issuer)) MEDIPACIFIC SUB, INC. (Name of Filing Persons (Offeror)) MEDIPACIFIC, INC. (Name of Filing Persons (Parent of Offeror)) FS DEVELOPMENT HOLDINGS II, LLC (Name o
July 17, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2023 PARDES BIOSCIENCES, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission
July 17, 2023	EX-2.1	Agreement and Plan of Merger among the Company, Parent and Merger Sub, dated July 16, 2023 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 16, 2023 AMONG MEDIPACIFIC, INC., MEDIPACIFIC SUB, INC. AND PARDES BIOSCIENCES, INC. Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 12 ARTICLE II THE OFFER 13 SECTION 2.01 The Offer 13 SECTION 2.02 Company Actions 16 ARTICLE III THE MERGER 18 SECTION 3.01 The M
July 17, 2023	EX-99.1	Pardes Biosciences Enters into Agreement to be Acquired by MediPacific, Inc. for between $2.02 and $2.19 in Cash per Share Plus Contingent Value Rights Exhibit 99.1 Pardes Biosciences Enters into Agreement to be Acquired by MediPacific, Inc. for between $2.02 and $2.19 in Cash per Share Plus Contingent Value Rights CARLSBAD, Calif. July 17, 2023 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (Nasdaq: PRDS) today announced that it has entered into a definitive merger agreement whereby MediPacific, Inc. (Purchaser) will acquire Pardes for a price per
July 17, 2023	EX-99.1	Press Release of the Company issued on July 17, 2023. Exhibit 99.1 Pardes Biosciences Enters into Agreement to be Acquired by MediPacific, Inc. for between $2.02 and $2.19 in Cash per Share Plus Contingent Value Rights CARLSBAD, Calif. July 17, 2023 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (Nasdaq: PRDS) today announced that it has entered into a definitive merger agreement whereby MediPacific, Inc. (Purchaser) will acquire Pardes for a price per
July 17, 2023	EX-99.1	Exhibit 99.1 Exhibit 99.1 Pardes Biosciences Enters into Agreement to be Acquired by MediPacific, Inc. for between $2.02 and $2.19 in Cash per Share Plus Contingent Value Rights CARLSBAD, Calif. July 17, 2023 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (Nasdaq: PRDS) today announced that it has entered into a definitive merger agreement whereby MediPacific, Inc. (Purchaser) will acquire Pardes for a price per
July 17, 2023	EX-10.1	Limited Guaranty, dated July 16, 2023 EX-10.1 Exhibit 10.1 LIMITED GUARANTY This Limited Guaranty, dated as of July 16, 2023 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Pardes Biosciences, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereb
July 17, 2023	SC 13D/A	PRDS / Pardes Biosciences Inc / FS Development Holdings II, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pardes Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69945Q105 (CUSIP Number) Dennis Ryan FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 (415) 877-4887 Copy to: Jeffrey D. Marell
July 17, 2023	EX-10.2	Letter Agreement between the Company and Thomas G. Wiggans, dated July 16, 2023 EX-10.2 Exhibit 10.2 July 16, 2023 Thomas G. Wiggans Re: Annualized Base Salary Reduction Dear Tom: This letter agreement sets forth the mutual agreement between you and Pardes Biosciences, Inc. (the “Company”) that effective as of July 16, 2023, your annualized base salary shall be reduced from $625,000 to $312,500 (the “Base Salary Reduction”). Notwithstanding the Base Salary Reduction, in conne
June 5, 2023	EX-10.1	Retention Bonus Agreement, dated June 2, 2023, by and between Pardes Biosciences, Inc. and Heidi Henson. TM June 2, 2023 Exhibit 10.1 Heidi Henson Re: Retention Bonus Agreement Dear Heidi: Pardes Biosciences, Inc., a Delaware corporation (the “Company”) greatly appreciates your many contributions to the Company. To encourage your continued commitment, the Company is offering you the opportunity to receive a retention bonus, which is supplemental to the severance benefits available under the Company’s
June 5, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission F
May 18, 2023	EX-10.1	Separation Agreement and General Release of Claims, dated May 15, 2023, by and between Pardes Biosciences, Inc. and Brian P. Kearney, PharmD TM Exhibit 10.1 May 15, 2023 PERSONAL AND CONFIDENTIAL Brian P. Kearney, PharmD Re: Separation Agreement and General Release of Claims Dear Brian: This letter (this “Agreement”) confirms your separation from employment with Pardes Biosciences, Inc. (the “Company”) effective as of May 15, 2023 (the “Separation Date”) as a result of a reduction in force and not for Cause (as defined in Section 2(d)
May 18, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 PARDES BIOSCIENCES, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission F
May 18, 2023	EX-10.2	Consulting Agreement, executed May 15, 2023, by and between Pardes Biosciences, Inc. and Brian P. Kearney, PharmD Exhibit 10.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Consulting Agreement”) is executed as of May 15, 2023 by and between Pardes Biosciences, Inc., a Delaware corporation (“Company”), and Brian P. Kearney, PharmD, a resident of the state of *** (“Consultant”) to be effective as of the first day following the Separation Date (as defined in the Separation Agreement (as defined below))
May 5, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission Fi
May 5, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES BIO
May 5, 2023	EX-99	Pardes Biosciences Reports First Quarter 2023 Financial Results EXHIBIT 99.1 Pardes Biosciences Reports First Quarter 2023 Financial Results CARLSBAD, Calif. March 5, 2022 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (NASDAQ: PRDS) today reported financial results for the first quarter ended March 31, 2023. “As previously announced this year, Pardes Biosciences has initiated a process to evaluate strategic alternatives to maximize shareholder value that may pot
April 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 PARDES BIOSCIENCES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission
April 21, 2023	SC 13D/A	PRDS / Pardes Biosciences Inc / FS Development Holdings II, LLC - AMENDMENT NO. 3 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pardes Biosciences, Inc. (f/k/a FS Development Corp. II) (Name of Issuer) Common Stock (Title of Class of Securities) 69945Q105 (CUSIP Number) Dennis Ryan FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 (415) 877
April 21, 2023	EX-99.1	FS Development Holdings II, LLC Foresite Capital Fund V, L.P. Foresite Capital Management V, LLC Foresite Capital Opportunity Fund V, L.P. Foresite Capital Opportunity Management V, LLC James Tananbaum 900 Larkspur Landing Circle, Suite 150 Larkspur, EXHIBIT 1 FS Development Holdings II, LLC Foresite Capital Fund V, L.P. Foresite Capital Management V, LLC Foresite Capital Opportunity Fund V, L.P. Foresite Capital Opportunity Management V, LLC James Tananbaum 900 Larkspur Landing Circle, Suite 150 Larkspur, CA 94939 April 20, 2023 Board of Directors Pardes Biosciences, Inc. 2173 Salk Ave, Suite 250, PMB#052 Carlsbad, California 92008 Re: Non-Bi
April 20, 2023	DEF 14A	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 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
April 20, 2023	DEFA14A	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 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: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
April 7, 2023	SC 13D/A	PRDS / Pardes Biosciences Inc / FS Development Holdings II, LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pardes Biosciences, Inc. (f/k/a FS Development Corp. II) (Name of Issuer) Common Stock (Title of Class of Securities) 69945Q105 (CUSIP Number) FS Development Holdings II, LLC 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 (415) 877-488
April 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 PARDES BIOSCIENCES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission
April 3, 2023	EX-99	Pardes Biosciences Announces Top-line Results from Phase 2 Trial Evaluating Pomotrelvir for the Treatment of COVID-19 Pomotrelvir did not meet the primary endpoint measured by proportion of participants below the limit of detection for infectious SAR EX-99 2 prds-ex991.htm EX-99.1 EXHIBIT 99.1 Pardes Biosciences Announces Top-line Results from Phase 2 Trial Evaluating Pomotrelvir for the Treatment of COVID-19 Pomotrelvir did not meet the primary endpoint measured by proportion of participants below the limit of detection for infectious SARS-CoV-2 on day 3 of treatment with pomotrelvir vs. placebo Otherwise healthy, vaccinated adults without ri
March 14, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 PARDES BIOSCIENCES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission
March 14, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES BIOSCIEN
March 14, 2023	EX-99	Pardes Biosciences Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update Data from ongoing Phase 2 trial evaluating pomotrelvir (formerly known as PBI-0451) for the treatment of COVID-19 expected in the coming weeks EXHIBIT 99.1 Pardes Biosciences Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update Data from ongoing Phase 2 trial evaluating pomotrelvir (formerly known as PBI-0451) for the treatment of COVID-19 expected in the coming weeks Cash to fund operations for the next twelve months CARLSBAD, Calif. March 14, 2023 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (NASDAQ:
March 14, 2023	EX-10	Transition and Separation Agreement and General Release of Claims dated October 14, 2022, by and between Pardes Biosciences, Inc. and Philippe Tinmouth TM October 14, 2022 PERSONAL AND CONFIDENTIAL Philippe Tinmouth Re: Transition and Separation Agreement and General Release of Claims Dear Phil: This letter (this “Agreement”) confirms Pardes Biosciences, Inc.
February 14, 2023	SC 13G/A	PRDS / FS Development Corp II / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm236221d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pardes Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69954Q105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statemen
February 8, 2023	SC 13G/A	PRDS / FS Development Corp II / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pardes Biosciences Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 69945Q105 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to
January 23, 2023	SC 13G	PRDS / FS Development Corp II / Lynx1 Capital Management LP - PARDES BIOSCIENCES, INC. Passive Investment SC 13G 1 p23-0319sc13g.htm PARDES BIOSCIENCES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neoleukin Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 69945Q105 (CUSIP Number) January 13, 2023 (Date of Event Which Requires Filing of this Statement)
January 18, 2023	424B3	Up to 37,170,838 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262279 Up to 37,170,838 Shares of Common Stock This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”), or any of their pledgees, donees, assignees and successors-in-interest (“permitted transferees”), of up to an aggregate of
January 17, 2023	CORRESP	PARDES BIOSCIENCES, INC. 2173 Salk Avenue, Suite 250 Carlsbad, CA 92008 January 17, 2023 PARDES BIOSCIENCES, INC. 2173 Salk Avenue, Suite 250 PMB#052 Carlsbad, CA 92008 January 17, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Office of Life Sciences Re: Pardes Biosciences, Inc. Registration Statement on Form S-3 Filed January 12, 2023 File No. 333-269192 Via EDGAR - Acce
January 12, 2023	EX-4.5	Form of Indenture EX-4.5 Exhibit 4.5 PARDES BIOSCIENCES, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS. 1 1.2. OTHER DEFINITIONS. 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 4 1.4. RULES OF CONSTRUCTION. 5 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES. 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIE
January 12, 2023	POS AM	As filed with the Securities and Exchange Commission on January 11, 2023 POS AM As filed with the Securities and Exchange Commission on January 11, 2023 Registration Statement No.
January 12, 2023	EX-4.4	Form of Debt Security EX-4.4 Exhibit 4.4 FORM OF DEBT SECURITY [Face of Security.] PARDES BIOSCIENCES, INC. [If applicable, insert—FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS “PRINCIPAL AMOUNT”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMO
January 12, 2023	EX-FILING FEES	Filing Fee Table EX-FILING FEES Exhibit 107.1 Calculation of Fee Filing Tables Form S-3 (Form Type) Pardes Biosciences, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe
January 12, 2023	S-3	As filed with the Securities and Exchange Commission on January 11, 2023 FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on January 11, 2023 Registration No.
January 12, 2023	EX-1.2	Sales Agreement dated as of January 11, 2023, by and between Pardes Biosciences, Inc. and SVB Securities LLC EX-1.2 Exhibit 1.2 Pardes Biosciences, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT January 11, 2023 SVB SECURITIES LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Pardes Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows: 1. Is
December 30, 2022	SC 13G	PRDS / FS Development Corp II / BML Investment Partners, L.P. - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Pardes Biosciences Inc (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 69945Q105 (CUSIP Number) December 21, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate
December 5, 2022	SC 13D/A	PRDS / FS Development Corp II / FS Development Holdings II, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pardes Biosciences, Inc. (f/k/a FS Development Corp. II) (Name of Issuer) Common Stock (Title of Class of Securities) 69945Q105 (CUSIP Number) Dennis Ryan FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 (415) 877
November 7, 2022	EX-99.1	Pardes Biosciences Reports Third Quarter 2022 Financial Results and Provides Business Update Phase 2 trial evaluating PBI-0451 for treatment of COVID-19 ongoing, with data expected in first quarter of 2023 EX-99.1 2 prds-ex991.htm EX-99.1 EXHIBIT 99.1 Pardes Biosciences Reports Third Quarter 2022 Financial Results and Provides Business Update Phase 2 trial evaluating PBI-0451 for treatment of COVID-19 ongoing, with data expected in first quarter of 2023 CARLSBAD, Calif. November 7, 2022 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (NASDAQ: PRDS), a clinical-stage biopharmaceutical company developing
November 7, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES
November 7, 2022	424B3	Up to 39,688,152 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 8 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (as amended or supplemented prior to the date hereof, the “Prospectus”), which forms a part of our registration statement on Form S-1 (File No. 333-262279
November 7, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commissi
October 17, 2022	424B3	Up to 39,688,152 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 7 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (as amended or supplemented prior to the date hereof, the ?Prospectus?), which forms a part of our registration statement on Form S-1 (File No. 333-262279
October 17, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commissi
September 14, 2022	424B3	Up to 39,688,152 Shares of Common Stock 424B3 1 prospectussupplementno.htm 424B3 Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (as amended or supplemented prior to the date hereof, the Prospectus), which forms a part of our registration sta
September 14, 2022	EX-99.1	Pardes Biosciences Appoints Laurie Smaldone Alsup, M.D. and John C. Pottage, Jr., M.D. to Board of Directors EX-99.1 2 prds-ex991.htm EX-99.1 EXHIBIT 99.1 Pardes Biosciences Appoints Laurie Smaldone Alsup, M.D. and John C. Pottage, Jr., M.D. to Board of Directors CARLSBAD, Calif. September 14, 2022 (GLOBE NEWSWIRE) – Pardes Biosciences, Inc. (Nasdaq: PRDS), a clinical-stage biopharmaceutical company developing PBI-0451 as a potential stand-alone, novel oral antiviral drug candidate for the treatment and
September 14, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commis
September 13, 2022	424B3	Up to 39,688,152 Shares of Common Stock 424B3 1 number5.htm 424B3 Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 5 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (as amended or supplemented prior to the date hereof, the Prospectus), which forms a part of our registration statement on Form
September 13, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commis
August 15, 2022	EX-99.1	Pardes Biosciences Reports Second Quarter 2022 Financial Results and Provides Business Update EXHIBIT 99.1 Pardes Biosciences Reports Second Quarter 2022 Financial Results and Provides Business Update CARLSBAD, Calif. August 15, 2022 (GLOBE NEWSWIRE) ? Pardes Biosciences, Inc. (NASDAQ: PRDS), a clinical-stage biopharmaceutical company developing PBI-0451 as a potential novel oral antiviral drug candidate for the treatment and prevention of SARS-CoV-2 infections and COVID-19 disease, today
August 15, 2022	424B3	Up to 39,688,152 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (File No. 333-262279). This prospectus supplement is being filed to updat
August 15, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commissio
August 15, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES BIOS
June 10, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission F
June 10, 2022	424B3	Up to 39,688,152 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (as amended or supplemented prior to the date hereof, the ?Prospectus?), which forms a part of our registration statement on Form S-1 (File No. 333-262279
June 9, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission F
June 9, 2022	424B3	Up to 39,688,152 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (as amended or supplemented prior to the date hereof, the ?Prospectus?), which forms a part of our registration statement on Form S-1 (File No. 333-262279
May 10, 2022	EX-99.1	Pardes Biosciences Reports First Quarter 2022 Financial Results and Provides Business Update EXHIBIT 99.1 Pardes Biosciences Reports First Quarter 2022 Financial Results and Provides Business Update CARLSBAD, Calif. May 10, 2022 (GLOBE NEWSWIRE) ? Pardes Biosciences, Inc. (NASDAQ: PRDS), a clinical-stage biopharmaceutical company developing PBI-0451 as a potential stand-alone novel direct-acting, oral antiviral drug candidate for the treatment and prevention of SARS-CoV-2 infections and a
May 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES BIO
May 10, 2022	424B3	Up to 39,688,152 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated March 31, 2022) Up to 39,688,152 Shares of Common Stock This prospectus supplement supplements the prospectus dated March 31, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (File No. 333-262279). This prospectus supplement is being filed to updat
May 10, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission F
April 26, 2022	DEFA14A	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 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: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State
April 26, 2022	DEF 14A	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 Table of Contents 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: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
April 1, 2022	424B3	Up to 39,688,152 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS Up to 39,688,152 Shares of Common Stock This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the ?Selling Securityholders?), or any of their pledgees, donees, assignees and successors-in-interest (?permitted transferees?), of up t
March 30, 2022	POS AM	As filed with the Securities and Exchange Commission on March 30 , 2022 Registration Statement No. 333–262279 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UN Table of Contents As filed with the Securities and Exchange Commission on March 30 , 2022 Registration Statement No.
March 29, 2022	EX-10.18	Employment Agreement dated March 1, 2022, by and between Pardes Biosciences, Inc. and Thomas G. Wiggans EXHIBIT 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into as of March 1, 2022 (the ?Effective Date?) between Pardes Biosciences, Inc., a Delaware corporation (the ?Company?), and Thomas G. Wiggans (?Executive?). NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt an
March 29, 2022	EX-99.1	Pardes Biosciences Reports Full Year 2021 Financial Results and Provides Business Update EXHIBIT 99.1 Pardes Biosciences Reports Full Year 2021 Financial Results and Provides Business Update CARLSBAD, Calif. March 29, 2022 (GLOBE NEWSWIRE) ? Pardes Biosciences, Inc. (NASDAQ: PRDS), a clinical-stage biopharmaceutical company developing PBI-0451 as a potential stand-alone novel direct-acting, oral antiviral drug candidate for the treatment and prevention of SARS-CoV-2 infections and ass
March 29, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission
March 29, 2022	EX-10.22	Consulting Agreement dated March 25, 2022, by and between Pardes Biosciences, Inc. and Uri A. Lopatin, M.D. EXHIBIT 10.22 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this ?Consulting Agreement?) is executed as of March 25, 2022 to be effective as of the first day following the Separation Date (as defined in the Separation Agreement) (the ?Effective Date?) but contingent upon, and assuming that, both the Separation Agreement has become effective and not revoked and the Supplemental Release (attached
March 29, 2022	EX-10.21	Transition and Separation Agreement and General Release of Claims dated March 25, 2022, by and between Pardes Biosciences, Inc. and Uri A. Lopatin, M.D. TM EXHIBIT 10.21 March 25, 2022 PERSONAL AND CONFIDENTIAL Uri A. Lopatin, M.D. Re: Transition and Separation Agreement and General Release of Claims Dear Uri: Effective March 1, 2022 (the ?Transition Date?) you no longer serve as the Chief Executive Officer and President of the Company. This letter (this ?Agreement?) provides notices that on July 31, 2022 (the ?Separation Date?), your employment w
March 29, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40067 PARDES BIOSCIEN
March 29, 2022	EX-21.1	List of Subsidiaries Exhibit 21.1 List of Subsidiaries Pardes Biosciences Sub, Inc. (Delaware corporation)
March 24, 2022	EX-99.1	This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigat EX-99.1 2 prds-ex991.htm EX-99.1 Discovery and Development of PBI-0451 A novel oral protease inhibitor for the potential treatment of SARS-CoV-2 35th International Conference on Antiviral Research (ICAR) March 24, 2022 EXHIBIT 99.1 This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are wi
March 24, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2022 PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporation) (Commission
March 9, 2022	EX-99.1	This presentation contains "forward-looking statements" and information that are based on beliefs, assumptions and information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigation Re EX-99.1 2 prds-ex991.htm EX-99.1 Pardes Biosciences Corporate Presentation Cowen Conference March 2022 NASDAQ: PRDS EXHIBIT 99.1 This presentation contains "forward-looking statements" and information that are based on beliefs, assumptions and information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All
March 9, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2022 (March 9, 2022) PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorporati
March 2, 2022	EX-99.1	Pardes Biosciences Appoints Thomas G. Wiggans to CEO and Chairman of the Board Mr. Wiggans brings over 40 years of biopharmaceutical industry experience, including over 25 years in chief executive leadership roles with multiple successful acquisition EXHIBIT 99.1 Pardes Biosciences Appoints Thomas G. Wiggans to CEO and Chairman of the Board Mr. Wiggans brings over 40 years of biopharmaceutical industry experience, including over 25 years in chief executive leadership roles with multiple successful acquisitions. His expertise will be beneficial to Pardes as the company rapidly progresses to late-stage development and regulatory activities, as w
March 2, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2022 (February 28, 2022) PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorpo
March 2, 2022	EX-99.4	Form of Award Agreements under the 2022 Inducement Plan Exhibit 99.4 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE PARDES BIOSCIENCES, INC. 2022 INDUCEMENT PLAN Name of Grantee: No. of Restricted Stock Units: [Vesting Date: ] Grant Date: Pursuant to the Pardes Biosciences, Inc. 2022 Inducement Plan (the ?Plan?), Pardes Biosciences, Inc. (the ?Company?) hereby grants an award of the number of Restricted Stock Units listed above (an ?Award?) to the Gra
March 2, 2022	EX-FILING FEES	Filing fee table. Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Pardes Biosciences, Inc.
March 2, 2022	S-8	As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration Statement No.
March 2, 2022	EX-99.3	2022 Inducement Plan Exhibit 99.3 PARDES BIOSCIENCES, INC. 2022 INDUCEMENT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Pardes Biosciences, Inc. 2022 Inducement Plan (the ?Plan?). The purpose of the Plan is to enable Pardes Biosciences, Inc. (the ?Company?) to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the
March 2, 2022	424B3	The date of this prospectus supplement is March 2, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of ear Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 2 (To prospectus dated February 1, 2022) This prospectus supplement no. 2 amends and supplements the prospectus dated February 1, 2022, relating to the offering and resale by the selling stockholders identified in the prospectus of up to 39,757,419 shares of our common stock, par value $0.0001 per share (as
February 15, 2022	424B3	Up to 39,757,419 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS SUPPLEMENT NO. 1 (To prospectus dated February 1, 2022) Up to 39,757,419 Shares of Common Stock This prospectus supplement no. 1 amends and supplements the prospectus dated February 1, 2022, relating to the offering and resale by the selling stockholders identified in the prospectus of up to 39,757,419 shares of our commo
February 14, 2022	EX-99.1	Pardes Biosciences Presents Interim Clinical Data from Ongoing PBI-0451 Phase 1 Trial Supporting the Potential of PBI-0451 as a Stand-Alone Oral Regimen for COVID-19 at Conference on Retroviruses and Opportunistic Infections 2022 PBI-0451 administere EX-99.1 2 prds-ex991.htm EX-99.1 EXHIBIT 99.1 Pardes Biosciences Presents Interim Clinical Data from Ongoing PBI-0451 Phase 1 Trial Supporting the Potential of PBI-0451 as a Stand-Alone Oral Regimen for COVID-19 at Conference on Retroviruses and Opportunistic Infections 2022 PBI-0451 administered twice-daily as a stand-alone agent achieves and maintains PK exposures anticipated to provide potent a
February 14, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Pardes Biosciences, Inc. Dated: February 14, 2022 KHOSLA VENTURES VII,
February 14, 2022	EX-99.2	This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigat EX-99.2 3 prds-ex992.htm EX-99.2 Corporate Presentation Feb 2022 NASDAQ: PRDS EXHIBIT 99.2 This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statement
February 14, 2022	EX-99.3	This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigat EX-99.3 4 prds-ex993.htm EX-99.3 PBI-0451: An Orally Administered 3CL Protease Inhibitor of SARS-CoV-2 for COVID-19 Review of Data Presented at 29th Conference on Retroviruses and Opportunistic Infections (CROI) February 14, 2022 EXHIBIT 99.3 This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and
February 14, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2022 (February 11, 2022) PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Inc
February 14, 2022	SC 13G	PRDS / FS Development Corp II / Vk Services, Llc - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 7, 2022	SC 13D	PRDS / FS Development Corp II / Lopatin Uri A - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pardes Biosciences, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 69945Q 105 (CUSIP Number) Uri A. Lopatin, M.D. c/o Pardes Biosciences, Inc. 2173 Salk Avenue, Suite 250 PMB#052 Carlsbad, CA 92008 (4
February 1, 2022	424B3	Up to 39,757,419 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-262279 PROSPECTUS Up to 39,757,419 Shares of Common Stock This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the ?Selling Securityholders?), or any of their pledgees, donees, assignees and successors-in-interest (?permitted transferees?), of up t
January 28, 2022	SC 13G/A	PRDS / FS Development Corp II / Frazier Life Sciences Public Fund, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
January 28, 2022	S-1/A	As filed with the Securities and Exchange Commission on January 28, 2022 Table of Contents As filed with the Securities and Exchange Commission on January 28, 2022 Registration Statement No.
January 28, 2022	EX-99.A	AGREEMENT EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Pardes Biosciences, Inc.
January 28, 2022	CORRESP	Pardes Biosciences, Inc. 2173 Salk Avenue, Suite 250 Carlsbad, CA 92008 Pardes Biosciences, Inc. 2173 Salk Avenue, Suite 250 Carlsbad, CA 92008 January 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dorrie Yale Re: Pardes Biosciences, Inc. Registration Statement on Form S-1 Filed January 21, 2022 File No. 333-262279 Dear Ms. Yale: Pursuant to Rule 461 under the Securities
January 28, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2022 (January 25, 2022) PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incor
January 21, 2022	EX-10.13	Senior Executive Cash Incentive Bonus Plan Exhibit 10.13 PARDES BIOSCIENCES INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Pardes Biosciences Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interes
January 21, 2022	S-1	Power of Attorney (included on signature page of the initial filing of this Registration Statement). Table of Contents As filed with the Securities and Exchange Commission on January 21, 2022 Registration Statement No.
January 21, 2022	EX-10.11	Offer Letter, dated November 22, 2021, by and between Pardes Biosciences, Inc. and Philippe Tinmouth Exhibit 10.11 November 22, 2021 Philippe Tinmouth [*] [*] Dear Phil: Pardes Biosciences, Inc, a Delaware corporation (the ?Company?), is pleased to offer you employment pursuant to the terms of this Executive Offer Letter (the ?Agreement?). Duties and Extent of Service As Chief Business and Strategy Officer of the Company, you will report directly to the President and Chief Executive Officer o
January 21, 2022	EX-10.10	Offer Letter, dated January 20, 2021, by and between Pardes Biosciences, Inc. and Heidi Henson Exhibit 10.10 January 20, 2021 Heidi Henson [*] [*] Dear Heidi: Pardes Biosciences, Inc, a Delaware corporation (the ?Company?), is pleased to offer you employment pursuant to the terms of this Executive Offer Letter (the ?Agreement?). Duties and Extent of Service As Chief Financial Officer of the Company, you will report directly to the President and Chief Executive Officer of the Company (th
January 10, 2022	SC 13G	PRDS / FS Development Corp II / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pardes Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 69954Q105 (CUSIP Number) December 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th
January 7, 2022	EX-99.1	This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigat Corporate Overview January 2022 Exhibit 99.1 This presentation contains "forward-looking statements" and information that are based on beliefs and assumptions and on information currently available and that are within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. All statements other than statements of historical facts contained in this presen
January 7, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2022 (January 7, 2022) PARDES BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40067 85-2696306 (State or Other Jurisdiction of Incorpo
December 30, 2021	EX-10.5	Forms of Award Agreements under the 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on December 30, 2021). Exhibit 10.5 ASSUMED INCENTIVE STOCK OPTION AGREEMENT UNDER THE PARDES BIOSCIENCES, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: [Reflects original Option Shares as adjusted per 3.1(b) of Merger Agreement] Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner), as adjusted per 3.1(b) of Merger Agreement] Original Grant Date of Assume
December 30, 2021	EX-10.6	Form of Indemnification Agreement for Directors of Pardes Biosciences, Inc. Exhibit 10.6 PARDES BIOSCIENCES, INC. DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [] by and between Pardes Biosciences, Inc., a Delaware corporation (the ?Company?), and [Director] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHERE
December 30, 2021	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2021 (December 23, 2021) PARDES BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of inc
December 30, 2021	EX-10.13	Executive Severance Plan Exhibit 10.13 PARDES BIOSCIENCES INC. EXECUTIVE SEVERANCE PLAN 1. Purpose. Pardes Biosciences Inc. (the ?Company?) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the ?Board?) recognizes, however, that, as is the case with many publicly-held corporations, the possibility of an i
December 30, 2021	SC 13D	PRDS / FS Development Corp II / FS Development Holdings II, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Pardes Biosciences, Inc. (f/k/a FS Development Corp. II) (Name of Issuer) Common Stock (Title of Class of Securities) 69945Q105 (CUSIP Number) Dennis Ryan FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 (415) 877-4887 Copy to: Joel
December 30, 2021	EX-99.1	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet of the Combined Entity (as defined below) as of September 30, 2021, and the unaudited pro forma condensed combined statements of operations of the Combined Entity for the nine months ended September 30, 2021 and for the period from August 21, 2020 (inception)
December 30, 2021	EX-21.1	List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2021). Exhibit 21.1 List of Subsidiaries Pardes Biosciences Sub, Inc.
December 30, 2021	EX-10.11	Offer Letter, dated September 21, 2020, by and between Pardes Biosciences, Inc. and Brian P. Kearney, PharmD. Exhibit 10.11 September 21, 2020 Brian P. Kearney, PharmD [*] [*] Dear Brian: Pardes Biosciences, Inc, a Delaware corporation (the ?Company?), is pleased to offer you employment pursuant to the terms of this Executive Offer Letter (the ?Agreement?). Duties and Extent of Service As Chief Development Officer of the Company, you will report directly to the President and Chief Executive Officer of
December 30, 2021	EX-10.12	Amendment No. 1 to Offer Letter, dated December 23, 2020, by and between Pardes Biosciences, Inc. and Brian P. Kearney, PharmD. EX-10.12 10 d265810dex1012.htm EX-10.12 Exhibit 10.12 PARDES BIOSCIENCES, INC AMENDMENT NO. 1 TO EXECUTIVE OFFER LETTER This Amendment No. 1 (the “Amendment”) dated as of December 23, 2020 to the Executive Offer Letter (the “Original Agreement”) dated September 21, 2020, is by and between Pardes Biosciences, Inc, a Delaware corporation (the “Company”), and Brian P. Kearney, PharmD (“Employee”). Al
December 30, 2021	EX-10.3	Lockup Agreement, dated December 23, 2021, by and among Pardes Biosciences, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 30, 2021). Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this ?Agreement?) is dated as of December 23, 2021 and is between Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (?PubCo?), and each of the stockholder parties identified on Exhibit A hereto (collectively, the ?Stockholder Parties?). BACKGROUND: WHEREAS, reference is made to that certain Agreement and Plan of
December 30, 2021	EX-16.1	Letter dated December 28, 2021 from Withum to the Securities and Exchange Commission. Exhibit 16.1 December 28, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Pardes Biosciences, Inc?s (formerly known as FS Development Corp. II) statements included under Item 4.01 of its Form 8-K dated December 30, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we wer
December 30, 2021	EX-10.7	Form of Indemnification Agreement for Executive Officers of Pardes Biosciences, Inc. EX-10.7 6 d265810dex107.htm EX-10.7 Exhibit 10.7 PARDES BIOSCIENCES, INC. OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [] by and between Pardes Biosciences, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1 RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Inde
December 30, 2021	EX-10.10	Amended and Restated Offer Letter, dated December 23, 2020, by and between Pardes Biosciences, Inc. and Lee D. Arnold, Ph.D. Exhibit 10.10 December 23, 2020 Lee D. Arnold, Ph.D. [*] [*] Dear Lee: Pardes Biosciences, Inc, a Delaware corporation (the ?Company?), is pleased to amend and restate the terms of your employment with the Company pursuant to the terms of this Amended and Restated Executive Offer Letter (the ?Agreement?). This Agreement amends and restates the terms of that certain offer letter dated April 6,
December 30, 2021	EX-10.9	Amended and Restated Offer Letter, dated December 21, 2020, by and between Pardes Biosciences, Inc. and Uri A. Lopatin, M.D. (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on December 30, 2021). EX-10.9 7 d265810dex109.htm EX-10.9 Exhibit 10.9 December 23, 2020 Uri A. Lopatin, M.D. [*] [*] Dear Uri: Pardes Biosciences, Inc, a Delaware corporation (the “Company”), is pleased to amend and restate the terms of your employment with the Company pursuant to the terms of this Amended and Restated Executive Offer Letter (the “Agreement”). This Agreement amends and restates the terms of that c
December 30, 2021	EX-10.2	Voting Agreement, dated December 23, 2021, by and among Pardes Biosciences, Inc. and the other parties thereto EX-10.2 2 d265810dex102.htm EX-10.2 Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is dated as of December 23, 2021 and is by and among FS Development Holdings II, LLC, a Delaware limited liability company (“Sponsor”), Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (the “Company”), and each of the individuals and entities executing a counte
December 30, 2021	EX-11	Joint Filing Agreement by and among the Reporting Persons.* Exhibit 11 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Pardes Biosciences, Inc.
December 27, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2021 (December 23, 2021) PARDES BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of inc
December 27, 2021	EX-99.1	Pardes Biosciences Debuts as a Publicly Traded Company Focused on Oral Antiviral Therapies to Potentially Treat and Prevent COVID-19 Ongoing Phase I trial shows potential for stand-alone, unboosted agent against COVID-19 Gross proceeds made available EX-99.1 2 d271419dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pardes Biosciences Debuts as a Publicly Traded Company Focused on Oral Antiviral Therapies to Potentially Treat and Prevent COVID-19 Ongoing Phase I trial shows potential for stand-alone, unboosted agent against COVID-19 Gross proceeds made available to Pardes Biosciences from transaction totaled approximately $274 million, com
December 23, 2021	EX-3.2	Amended and Restated By-laws of Pardes Biosciences, Inc. (incorporated by reference to Exhibit 3.2 on Form 8-A12B/A filed on December 23, 2021). Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF PARDES BIOSCIENCES, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors of the Corporation (the “Board
December 23, 2021	8-A12B/A	Form 8-A/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PARDES BIOSCIENCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2696306 (State of Incorporation or Organization) (I.R.S. Employer Identification No
December 23, 2021	EX-3.1	Second Amended and Restated Certificate of Incorporation of FS Development Corp. II (incorporated by reference to Exhibit 3.1 on Form 8-A12B/A filed on December 23, 2021). Exhibit 3.1 Execution Form SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FS DEVELOPMENT CORP. II December 23, 2021 FS Development Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?FS Development Corp. II?. The original certificate of incorporation was filed wit
December 23, 2021	8-K	Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
December 23, 2021	EX-10.1	Registration Rights Agreement, dated December 23, 2021, by and among Pardes Biosciences, Inc. and the stockholders party thereto EX-10.1 4 ea152947ex10-1pardesbio.htm REGISTRATION RIGHTS AGREEMENT, DATED DECEMBER 23, 2021, BY AND AMONG THE REGISTRANT AND THE PARTIES LISTED ON THE SIGNATURE PAGES THERETO Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 23, 2021, by and among FS Development Corp. II, a Delaware corporation (the “C
December 23, 2021	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 FS DEVELOPMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
December 23, 2021	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 PARDES BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commiss
December 21, 2021	EX-99.1	FSII and Pardes Biosciences Move Towards Merger with the Goal of Tackling COVID-19 Via an Oral Antiviral for Treatment and Prevention of SARS-CoV-2 Infections Proposed merger heads to shareholder vote on December 23rd as ongoing Phase I trial shows p EX-99.1 2 ea152701ex99-1fsdevelop2.htm PRESS RELEASE, DATED DECEMBER 21, 2021 Exhibit 99.1 FSII and Pardes Biosciences Move Towards Merger with the Goal of Tackling COVID-19 Via an Oral Antiviral for Treatment and Prevention of SARS-CoV-2 Infections Proposed merger heads to shareholder vote on December 23rd as ongoing Phase I trial shows potential for unboosted oral regimen December 21, 2021 SAN F
December 21, 2021	425	2 Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: December 21, 2021 On December 21, 2021, the following communications were made available by Foresite Capital Management, LLC and Jim Tananbaum (Founder a
December 21, 2021	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 FS DEVELOPMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
December 21, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
December 21, 2021	EX-99.1	FSII and Pardes Biosciences Move Towards Merger with the Goal of Tackling COVID-19 Via an Oral Antiviral for Treatment and Prevention of SARS-CoV-2 Infections Proposed merger heads to shareholder vote on December 23rd as ongoing Phase I trial shows p EX-99.1 2 ea152701ex99-1fsdevelop2.htm PRESS RELEASE, DATED DECEMBER 21, 2021 Exhibit 99.1 FSII and Pardes Biosciences Move Towards Merger with the Goal of Tackling COVID-19 Via an Oral Antiviral for Treatment and Prevention of SARS-CoV-2 Infections Proposed merger heads to shareholder vote on December 23rd as ongoing Phase I trial shows potential for unboosted oral regimen December 21, 2021 SAN F
December 17, 2021	SC 13G	Frazier Life Sciences Public Fund, L.P. - SC 13G SC 13G 1 d273935dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* FS Development Corp. II (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30318F100 (CUSIP Number) December 7, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
December 17, 2021	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 FS DEVELOPMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
December 17, 2021	EX-99.A	AGREEMENT EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A Common Stock of FS Development Corp.
December 17, 2021	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
December 13, 2021	SC 13G	PRICE T ROWE ASSOCIATES INC /MD/ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) FS Development Corp. II (Name of Issuer) COMMON STOCK (Title of Class of Securities) 30318F100 (CUSIP NUMBER) November 30, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedu
December 1, 2021	EX-99.1	FS Development Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Pardes Special Meeting Scheduled for December 23, 2021 EX-99.1 2 ea151569ex99-1fsdevelop2.htm PRESS RELEASE, DATED DECEMBER 1, 2021 Exhibit 99.1 FS Development Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Pardes Special Meeting Scheduled for December 23, 2021 LARKSPUR, CA, December 1, 2021 – FS Development Corp. II, a Delaware corporation (the “Company”) (Nasdaq: FSII), announced today that its regi
December 1, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissio
December 1, 2021	EX-99.1	FS Development Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Pardes Special Meeting Scheduled for December 23, 2021 Exhibit 99.1 FS Development Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Pardes Special Meeting Scheduled for December 23, 2021 LARKSPUR, CA, December 1, 2021 ? FS Development Corp. II, a Delaware corporation (the ?Company?) (Nasdaq: FSII), announced today that its registration statement on Form S-4 (File No. 333-258442) (as amended, the ?Regist
December 1, 2021	424B3	Filed Pursuant to Rule 424(b)(3) Registration No.: 333-258442 Filed Pursuant to Rule 424(b)(3) Registration No.: 333-258442 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 To the Stockholders of FS Development Corp. II: On behalf of the board of directors of FS Development Corp. II (?FS Development II?), we are pleased to enclose the proxy statement/prospectus relating to the proposed merger of Orchard Merger Sub, In
December 1, 2021	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 FS DEVELOPMENT C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissio
November 29, 2021	CORRESP	FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94393 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94393 November 29, 2021 VIA EDGAR Division of Corporation Finance Office of Telecommunications Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: FS Development Corp. II Amendment No. 4 to Registration Statement on Form S-4 Filed on November 23, 2021 Registration No. 333-258442 Ladies
November 23, 2021	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FS DEVELOPMENT CORP. II (Exact n
November 23, 2021	S-4/A	As filed with the U.S. Securities and Exchange Commission on November 23, 2021 As filed with the U.S. Securities and Exchange Commission on November 23, 2021 Registration No. 333-258442 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FS Development Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2696306 (State or Other Jurisdiction of I
November 23, 2021	CORRESP	Terence O’Brien November 23, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.
November 23, 2021	EX-10.9	Convertible Note Purchase Agreement, dated as of November 15, 2021, by and among Pardes Biosciences, Inc., Foresite Capital Fund V, L.P. and Foresite Capital Opportunity Fund V, L.P. EX-10.9 2 fs42021a4ex10-9fsdev2.htm CONVERTIBLE NOTE PURCHASE AGREEMENT, DATED AS OF NOVEMBER 15, 2021, BY AND AMONG PARDES BIOSCIENCES, INC., FORESITE CAPITAL FUND V, L.P. AND FORESITE CAPITAL OPPORTUNITY FUND V, L.P Exhibit 10.9 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (this “Agreement”), dated as of November 15, 2021, is entered into among Pardes Biosciences,
November 23, 2021	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
November 18, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
November 18, 2021	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 FS DEVELOPMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissi
November 18, 2021	EX-99.1	Corporate Overview November 2021 TM The securities to which this presentation relates have not been registered under the Securities Act of 1933 , as amended (the “Securities Act”), or the securities laws of any other jurisdiction . Neither Pardes Bio Exhibit 99.1 Corporate Overview November 2021 TM The securities to which this presentation relates have not been registered under the Securities Act of 1933 , as amended (the ?Securities Act?), or the securities laws of any other jurisdiction . Neither Pardes Biosciences, Inc . (the ?Company?) nor FS Development Corp . II (?FS Development II?) has filed with the Securities and Exchange Commission
November 18, 2021	EX-99.1	Corporate Overview November 2021 TM The securities to which this presentation relates have not been registered under the Securities Act of 1933 , as amended (the “Securities Act”), or the securities laws of any other jurisdiction . Neither Pardes Bio Exhibit 99.1 Corporate Overview November 2021 TM The securities to which this presentation relates have not been registered under the Securities Act of 1933 , as amended (the “Securities Act”), or the securities laws of any other jurisdiction . Neither Pardes Biosciences, Inc . (the “Company”) nor FS Development Corp . II (“FS Development II”) has filed with the Securities and Exchange Commission
November 17, 2021	EX-99.1	Form of Preliminary Proxy Card. Exhibit 99.1
November 17, 2021	EX-4.1	Form of Specimen Common Stock Certificate EX-4.1 2 fs42021a3ex4-1fsdev2.htm SPECIMEN COMMON STOCK CERTIFICATE OF THE COMBINED ENTITY Exhibit 4.1 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PARDES BIOSCIENCES, INC. COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of Pardes Biosciences, Inc., a Delaware corporation (the “Co
November 17, 2021	S-4/A	As filed with the U.S. Securities and Exchange Commission on November 16, 2021 As filed with the U.S. Securities and Exchange Commission on November 16, 2021 Registration No. 333-258442 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FS Development Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2696306 (State or Other Jurisdiction of I
November 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FS DEVELOPMENT CORP. II (Exact name of registrant
November 9, 2021	EX-2.1	Amendment No. 1 to Merger Agreement, dated as of November 7, 2021 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this ?Amendment?) to Agreement and Plan of Merger is made as of November 7, 2021 (the ?Amendment Date?) by and among Pardes Biosciences, Inc., a Delaware corporation (the ?Company?), Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securi
November 9, 2021	CORRESP	November 9, 2021 November 9, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.
November 9, 2021	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2021 FS DEVELOPMENT C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissio
November 9, 2021	EX-2.1	Amendment No. 1 to Merger Agreement, dated as of November 7, 2021 EX-2.1 2 ea150166ex2-1fsdevelop2.htm AMENDMENT NO. 1 TO MERGER AGREEMENT, DATED AS OF NOVEMBER 7, 2021 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this “Amendment”) to Agreement and Plan of Merger is made as of November 7, 2021 (the “Amendment Date”) by and among Pardes Biosciences, Inc., a Delaware corporation (the “Company”), Shareholder Representative Servi
November 9, 2021	S-4/A	As filed with the U.S. Securities and Exchange Commission on November 9, 2021 As filed with the U.S. Securities and Exchange Commission on November 9, 2021 Registration No. 333-258442 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FS Development Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2696306 (State or Other Jurisdiction of In
November 9, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2021 FS DEVELOPMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40067 85-2696306 (State or other jurisdiction of incorporation) (Commissio
October 6, 2021	425	Filed by FS Development Corp. II Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: October 5, 2021 The following article from genengnews.com was published on October 5, 2021: Pardes Biosciences Advances Oral Antiviral Drug for SARS-CoV-
September 21, 2021	425	Pardes Bioscience Announces Issuance of Its First U.S. Patent The patent provides coverage for compounds that target the main protease of the SARS-CoV-2 virus Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: September 21, 2021 Pardes Bioscience Announces Issuance of Its First U.S. Patent The patent provides coverage for compounds that target the main protease
September 14, 2021	CORRESP	Ladies and Gentlemen: September 14, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.
September 14, 2021	S-4/A	As filed with the U.S. Securities and Exchange Commission on September 13, 2021 As filed with the U.S. Securities and Exchange Commission on September 13, 2021 Registration No. 333-258442 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FS Development Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2696306 (State or Other Jurisdiction of
September 1, 2021	425	2 Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: September 1, 2021 The following article from Drug Discovery & Development was published on September 1, 2021 and can be found at https://www.drugdiscover
August 27, 2021	425	2 Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: August 26, 2021 On August 26, 2021, the following communications were made available by Foresite Capital Management, LLC and Jim Tananbaum (Founder and C
August 26, 2021	425	Pardes Biosciences Initiates First-in-Human Trial for PBI-0451, an Oral Antiviral in Development to Treat and Prevent SARS-CoV-2 Infections Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: August 26, 2021 Pardes Biosciences Initiates First-in-Human Trial for PBI-0451, an Oral Antiviral in Development to Treat and Prevent SARS-CoV-2 Infectio
August 26, 2021	425	Filed by FS Development Corp. II 425 1 ea146497-425fsdevelopment2.htm FORM 425 Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: August 26, 2021 The following article from the Wall Street Journal was published on August 26, 2021 and can
August 16, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FS DEVELOPMENT CORP. II (Exact name of registrant as sp
August 5, 2021	425	Pardes Biosciences Appoints Deborah M. Autor, J.D. and Laura J. Hamill to Board of Directors 425 1 ea145278-425fsdevel2.htm FORM 425 Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: August 5, 2021 Pardes Biosciences Appoints Deborah M. Autor, J.D. and Laura J. Hamill to Board of Directors CARLS
August 4, 2021	EX-99.2	Consent of H.C. Wainwright & Co., LLC. EX-99.2 5 fs42021ex99-2fsdevelopment2.htm CONSENT OF H.C. WAINWRIGHT & CO., LLC Exhibit 99.2 CONSENT OF H.C. WAINWRIGHT & CO., LLC August 4, 2021 Transaction Committee of the Board of Directors FS Development Corp. II 600 Montgomery Street, Suite 4500 San Francisco CA 94111 Re: Registration Statement on Form S-4 of FS Development Corp. II, filed August 4, 2021 (the “Registration Statement”) Ladies
August 4, 2021	EX-99.5	Consent of J. Jay Lobell to be named as a director. Exhibit 99.5 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS August 4, 2021 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 FS Development Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here
August 4, 2021	EX-10.7	Form of Lock-Up Agreement. Exhibit 10.7 Final Form FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2021 and is between Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (“PubCo”), and each of the stockholder parties identified on Exhibit A hereto (collectively, the “Stockholder Parties”). BACKGROUND: WHEREAS, reference is made to that certain Agreement a
August 4, 2021	EX-99.3	Consent of Uri A. Lopatin, M.D. to be named as a director. Exhibit 99.3 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS August 4, 2021 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 FS Development Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here
August 4, 2021	EX-99.7	Consent of Laura J. Hamill to be named as a director. Exhibit 99.7 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS August 4, 2021 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 FS Development Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here
August 4, 2021	EX-99.4	Consent of Mark Auerbach to be named as a director. Exhibit 99.4 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS August 4, 2021 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 FS Development Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here
August 4, 2021	EX-99.8	Consent of Deborah M. Autor to be named as a director. Exhibit 99.8 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS August 4, 2021 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 FS Development Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here
August 4, 2021	S-4	Power of Attorney. As filed with the U.S. Securities and Exchange Commission on August 4, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FS Development Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2696306 (State or Other Jurisdiction of Incorporation or Organization
August 4, 2021	EX-99.6	Consent of Michael D. Varney, Ph.D. to be named as a director. Exhibit 99.6 CONSENT TO REFERENCE IN PROXY STATEMENT/PROSPECTUS August 4, 2021 FS Development Corp. II 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 FS Development Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here
July 9, 2021	425	1 Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: July 9, 2021 FS Development Corp II Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensu
July 9, 2021	425	This page intentionally left blank Filed by FS Development Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FS Development Corp. II Commission File No. 001-40067 Date: July 9, 2021 CONFIDENTIAL INVESTOR UPDATE July 9, 2021 Pardes Bio Update Dear Friends and Investors, As you may have heard, we have signed a merger agree

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