ADMINISTRATIVE PROCEEDING
File No. 3-21530

U.S. Securities and Exchange Commission

July 17, 2023 - The Securities and Exchange Commission today announced settled insider trading charges against Nirdosh Jagota, of Malvern, Pennsylvania, for trading in the securities of Pandion Therapeutics, Inc. ("Pandion") in advance of an announcement that Jagota's then-employer, Merck & Co., Inc. ("Merck"), had agreed to acquire all outstanding Pandion stock in a tender offer.

According to the SEC's order, Jagota, who was a Vice President of Global Regulatory Affairs at Merck, obtained material nonpublic information about a prospective acquisition of Pandion by Merck through his group's involvement in Merck's due diligence relating to the acquisition. The order finds that on February 9 and 17, 2021, in violation of his duties to Merck, Jagota purchased Pandion stock while aware and on the basis of that material nonpublic information. According to the order, when Pandion's stock price rose by approximately 133% following the February 25, 2021 announcement of Merck's tender offer, Jagota obtained ill-gotten gains of $39,660.

The SEC's order finds that Jagota violated the antifraud provisions of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3(a) thereunder. Without admitting or denying the SEC's findings, Jagota agreed to settle the charges by consenting to a cease-and-desist order, a bar from serving as an officer or director of a public company for a period of three years, and to paying disgorgement of $39,660, prejudgment interest of $3,605.10, and a civil penalty of $39,660.

The SEC's investigation was conducted by Derek M. Schoenmann, Tracy E. Sivitz, John S. Rymas, and Simona K. Suh of the Enforcement Division's Market Abuse Unit and by Chevon Walker and Neil Hendelman of the New York Regional Office. It was supervised by Market Abuse Unit Chief Joseph G. Sansone. The SEC appreciates the assistance of the Financial Industry Regulatory Authority.