{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-079843","form_type":"8-K","ticker":null,"cik":"0001410939","company_name":"IVERIC bio, Inc.","filed_at":"2023-07-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.830692+00:00","generated_at":"2026-06-13T09:57:03.048198+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Astellas completes $5.9B acquisition of IVERIC bio; shareholders receive $40.00 per share","bullets":["Merger completed July 11, 2023; each IVERIC share converted to $40.00 cash.","Aggregate purchase price ~$5.9B, funded by Astellas via cash and credit.","Board of directors resigned at effective time; replaced by sole director/officer from Merger Sub.","IVERIC to delist from Nasdaq and deregister shares with SEC.","Credit agreement with Hercules Capital repaid in full and terminated."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-079843","json":"https://secwatch.observer/filing/0001104659-23-079843.json","markdown":"https://secwatch.observer/filing/0001104659-23-079843.md","text":"https://secwatch.observer/filing/0001104659-23-079843.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/tm2320976d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T09:57:03.048198+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0725b23fd5","claim":"Mark S. Blumenkranz resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3316018100","claim":"Calvin W. Roberts resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3fa767a6f2","claim":"Axel Bolte resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4475252dd7","claim":"Jane P. Henderson resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5a78f93fd9","claim":"Pravin U. Dugel resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"757037eced","claim":"Mark Reisenauer was appointed as Director at IVERIC bio, Inc..","evidence_excerpt":"at the Effective Time, the sole director of Merger Sub became the sole director of IVERIC.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"75fac81b18","claim":"Christine A. Miller resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"94e9437f2e","claim":"Glenn P. Sblendorio resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9e7896085e","claim":"Mark Reisenauer was appointed as Officer at IVERIC bio, Inc..","evidence_excerpt":"at the Effective Time, the sole officer of Merger Sub became the sole officer of IVERIC.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Officer"}],"fact_type":"executive_change"},{"claim_id":"ddc0756e3e","claim":"Adrienne L. Graves resigned as Director at IVERIC bio, Inc..","evidence_excerpt":"each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0ddb991dd68e4c050ccd9c7f8257bc3ed36d434f","claim":"IVERIC bio, Inc.: Amended and restated the certificate of incorporation to conform to the form set forth in the merger agreement.","evidence_excerpt":"At the Effective Time, the Restated Certificate of Incorporation of IVERIC, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the amended and restated certificate of incorporation set forth on Annex I to the Merger Agreement","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"995f83d8d1bbe33f7550fa906b161febf3e8fdeb","claim":"IVERIC bio, Inc.: Amended and restated the bylaws to conform to the bylaws of Merger Sub.","evidence_excerpt":"In addition, at the Effective Time, IVERIC’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated to conform to the bylaws of Merger Sub as of immediately prior to the Effective Time, except that references to the name of Merger Sub were replaced by the name of IVERIC","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"bb489b04b92e6f6977134888fba2ebba7e43579e","claim":"IVERIC bio, Inc. underwent a change of control involving Astellas US Holding, Inc. for $40.00 per Share in cash (closed 2023-07-11).","evidence_excerpt":"of common stock, par value $0.001 per share, of IVERIC (a “ Share ”) outstanding immediately prior to the effective time of the Merger was converted into the right to receive $40.00 per Share in cash, without interest (the “ Per Share Merger Consideration ”) less any applicable withholding taxes (except for any Shares owned by (1) IVERIC, (2) Parent or Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Astellas US Holding, Inc."},{"label":"Consideration","value":"$40.00 per Share in cash"},{"label":"Closing","value":"2023-07-11"}],"fact_type":"ma_transaction"},{"claim_id":"f72b7bd6efa5a188167501340fbf7809826f1aef","claim":"IVERIC bio, Inc. terminated IVERIC Credit Agreement with Hercules Capital, Inc., as administrative agent and collateral agent (effective 2023-07-11).","evidence_excerpt":"On July 11, 2023, in connection with the Merger, IVERIC repaid in full all outstanding indebtedness and all other amounts due and payable and terminated all commitments under that certain Loan and Security Agreement, dated as of July 26, 2022 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time prior to the Closing Date, the “ IVERIC Credit Agreement ”), by and among IVERIC and each of its subsidiaries party thereto, as borrowers, the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Hercules Capital, Inc., as administrative agent and collateral agent"},{"label":"Effective","value":"2023-07-11"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}