---
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"
generated_at: "2026-06-13T09:57:03.048198+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Astellas completes $5.9B acquisition of IVERIC bio; shareholders receive $40.00 per share

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-079843
- form_type: 8-K
- cik: 0001410939
- company_name: IVERIC bio, Inc.
- filed_at: 2023-07-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-079843
- JSON: https://secwatch.observer/filing/0001104659-23-079843.json
- Plain text: https://secwatch.observer/filing/0001104659-23-079843.txt

## Key facts
- Executive change
  Mark S. Blumenkranz resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Calvin W. Roberts resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Axel Bolte resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Jane P. Henderson resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Pravin U. Dugel resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Mark Reisenauer was appointed as Director at IVERIC bio, Inc..
  - Action: became
  - Role: Director
  source text: at the Effective Time, the sole director of Merger Sub became the sole director of IVERIC.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Christine A. Miller resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Glenn P. Sblendorio resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Mark Reisenauer was appointed as Officer at IVERIC bio, Inc..
  - Action: became
  - Role: Officer
  source text: at the Effective Time, the sole officer of Merger Sub became the sole officer of IVERIC.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Executive change
  Adrienne L. Graves resigned as Director at IVERIC bio, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Governance Changes
  IVERIC bio, Inc.: Amended and restated the certificate of incorporation to conform to the form set forth in the merger agreement.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Governance Changes
  IVERIC bio, Inc.: Amended and restated the bylaws to conform to the bylaws of Merger Sub.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- M&A Transactions
  IVERIC bio, Inc. underwent a change of control involving Astellas US Holding, Inc. for $40.00 per Share in cash (closed 2023-07-11).
  - Action: change of control
  - Counterparty: Astellas US Holding, Inc.
  - Consideration: $40.00 per Share in cash
  - Closing: 2023-07-11
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm
- Material Agreements
  IVERIC bio, Inc. terminated IVERIC Credit Agreement with Hercules Capital, Inc., as administrative agent and collateral agent (effective 2023-07-11).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: Hercules Capital, Inc., as administrative agent and collateral agent
  - Effective: 2023-07-11
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1410939/000110465923079843/0001104659-23-079843-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.