--- 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" generated_at: "2026-06-05T23:17:07.136994+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Icosavax completes acquisition by AstraZeneca; shareholders receive $15 + CVR up to $5 ## Summary - 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. ## SEC filing metadata - accession: 0001104659-24-025251 - form_type: 8-K - cik: 0001786255 - company_name: Icosavax, Inc. - filed_at: 2024-02-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-025251 - JSON: https://secwatch.observer/filing/0001104659-24-025251.json - Plain text: https://secwatch.observer/filing/0001104659-24-025251.txt ## Key facts - Executive change Adam K. Simpson departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Executive change Peter Kolchinsky departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Executive change James Wassil departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Executive change Mark McDade departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Executive change John W. Shiver departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Executive change Ann M. Veneman departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Executive change Heidi K. Kunz departed as Director at Icosavax, Inc.. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Governance Changes Icosavax, Inc.: Certificate of incorporation amended and restated in connection with merger (effective 2024-02-19). - Change: charter amendment - Effective: 2024-02-19 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - Governance Changes Icosavax, Inc.: Bylaws amended and restated in connection with merger (effective 2024-02-19). - Change: bylaw amendment - Effective: 2024-02-19 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786255/000110465924025251/0001104659-24-025251-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.