8-K
filed February 9, 2026, 6:59 PM ET
CIK 0001733294
M&A
confidence high
sentiment neutral
materiality 0.80
Generation Bio Co.: M&A transaction — Generation Bio acquired by XOMA Royalty for $4.29/share + CVR; merger closes, stock delisted
Generation Bio Co.
- Merger closed Feb 9, 2026; each share converted to $4.2913 cash plus one non-tradeable CVR.
- 70% of shares tendered; all conditions satisfied; company now wholly owned by XOMA Royalty.
- Cambridge HQ lease terminated Feb 9; ~$21.5M termination fee paid; $2M security deposit returned.
- Former CEO, CFO, and board resigned; Owen Hughes becomes sole director and officer.
- CVR entitles holders to future payments from net cash excess, lease proceeds, legacy assets, or Moderna collaboration.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Generation Bio Co.: Certificate of incorporation was amended and restated in its entirety as part of a merger (effective 2026-02-09).
- Change
- charter amendment
- Effective
- 2026-02-09
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 0.95
Generation Bio Co.: Bylaws were amended and restated in their entirety as part of a merger (effective 2026-02-09).
- Change
- bylaw amendment
- Effective
- 2026-02-09
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
Generation Bio Co. underwent a change of control involving XOMA Royalty Corporation for $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding, plus one non-tradeable contingent value right per Company (closed 2026-02-09).
- Action
- change of control
- Counterparty
- XOMA Royalty Corporation
- Consideration
- $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding, plus one non-tradeable contingent value right per Company
- Closing
- 2026-02-09
Exact text from the filing
to acquire all of the issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Generation Bio Co. terminated Sales Agreement with TD Securities (USA) LLC valued at at-the-market offering program terminated effective February 9, 2026 (effective 2026-02-09).
- Action
- termination
- Agreement
- atm program
- Counterparty
- TD Securities (USA) LLC
- Value
- at-the-market offering program terminated effective February 9, 2026
- Effective
- 2026-02-09
Exact text from the filing
As previously disclosed, on August 7, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares of the Company’s common stock through the Sales Agent.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Generation Bio Co. terminated Lease Termination Agreement with BMR-Rogers Street LLC valued at approximately $21.5 million total termination payment; $22.4 million termination fee reduced by Febr (effective 2026-02-09).
- Action
- termination
- Agreement
- lease
- Counterparty
- BMR-Rogers Street LLC
- Value
- approximately $21.5 million total termination payment; $22.4 million termination fee reduced by Febr
- Effective
- 2026-02-09
Exact text from the filing
On February 8, 2026, the Company and the Landlord entered into a lease termination agreement, effective February 9, 2026 (the “Effective Date”), pursuant to which the parties agreed to terminate the Lease as of the Effective Date (the “Lease Termination Agreement”).
View on SEC.gov
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