{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-025251","form_type":"8-K","ticker":null,"cik":"0001786255","company_name":"Icosavax, Inc.","filed_at":"2024-02-20T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.530113+00:00","generated_at":"2026-06-05T23:17:07.136994+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Icosavax completes acquisition by AstraZeneca; shareholders receive $15 + CVR up to $5","bullets":["Acquisition closed: Icosavax shareholders receive $15.00 per share cash plus one CVR (up to $5.00 per share).","Tender offer resulted in ~70.7% of shares validly tendered; all conditions satisfied.","Shares to be delisted from Nasdaq; trading suspended prior to open on Feb 20, 2024.","Board of directors replaced; Icosavax now wholly owned subsidiary of AstraZeneca.","All outstanding equity awards converted to cash and CVRs per Merger Agreement."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-025251","json":"https://secwatch.observer/filing/0001104659-24-025251.json","markdown":"https://secwatch.observer/filing/0001104659-24-025251.md","text":"https://secwatch.observer/filing/0001104659-24-025251.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/tm246604d3_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T23:17:07.136994+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":"2de0160ca7","claim":"Adam K. 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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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"56e5ab3833","claim":"James Wassil departed as Director at Icosavax, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6a05a3cc8f","claim":"Mark McDade departed as Director at Icosavax, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7e22a3158e","claim":"John W. Shiver departed as Director at Icosavax, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"deace11f11","claim":"Ann M. Veneman departed as Director at Icosavax, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f2ab2dd0c3","claim":"Heidi K. Kunz departed as Director at Icosavax, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2f38487b7a7faaf17d6165dcb28ce5e2b98664c8","claim":"Icosavax, Inc.: Certificate of incorporation amended and restated in connection with merger (effective 2024-02-19).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-02-19"}],"fact_type":"governance_change"},{"claim_id":"503246ca7e4e78ba6cc2d5fbd72ffd2c8852d392","claim":"Icosavax, Inc.: Bylaws amended and restated in connection with merger (effective 2024-02-19).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-02-19"}],"fact_type":"governance_change"},{"claim_id":"2d96de3a1f3414ad96d7b89c7dfce43dbe69858d","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"AstraZeneca Finance and Holdings Inc."},{"label":"Consideration","value":"$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"},{"label":"Closing","value":"2024-02-19"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}