secwatch / observer
8-K filed February 20, 2024, 6:59 PM ET CIK 0001786255
M&A confidence high sentiment neutral materiality 0.90

Icosavax, Inc.: M&A transaction — Icosavax completes acquisition by AstraZeneca; shareholders receive $15 + CVR up to $5

Icosavax, Inc.

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Adam K. Simpson

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
Departed

Peter Kolchinsky

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
Departed

James Wassil

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
Departed

Mark McDade

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
Departed

John W. Shiver

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
Departed

Ann M. Veneman

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
Departed

Heidi K. Kunz

Director
Icosavax, Inc.
Effective
2024-02-19
Filed
February 20, 2024, 6:59 PM ET
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Adam K. Simpson departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Peter Kolchinsky departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

James Wassil departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mark McDade departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John W. Shiver departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Ann M. Veneman departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Heidi K. Kunz departed as Director at Icosavax, Inc..

Action
ceased to be a member of the Board
Role
Director
Exact text from the filing
each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company (the “ Company Board ”) and ceased to be members of any committees of the Company Board on which such directors served, effective as of the Effective Time.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Icosavax, Inc.: Certificate of incorporation amended and restated in connection with merger (effective 2024-02-19).

Change
charter amendment
Effective
2024-02-19
Exact text from the filing
the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Icosavax, Inc.: Bylaws amended and restated in connection with merger (effective 2024-02-19).

Change
bylaw amendment
Effective
2024-02-19
Exact text from the filing
the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Icosavax, Inc. underwent a change of control involving AstraZeneca Finance and Holdings Inc. for $15.00 in cash per Share plus one contingent value right per Share representing the right to receive a contingent payment of up to $5.00 in cash (closed 2024-02-19).

Action
change of control
Counterparty
AstraZeneca Finance and Holdings Inc.
Consideration
$15.00 in cash per Share plus one contingent value right per Share representing the right to receive a contingent payment of up to $5.00 in cash
Closing
2024-02-19
Exact text from the filing
ntered into an Agreement and Plan of Merger (the “ Merger Agreement ”), with AstraZeneca Finance and Holdings Inc. (“ Parent ”) and Parent’s wholly-owned subsidiary, Isochrone Merger Sub Inc.
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-24-025251
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