---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-012121"
form_type: "8-K"
ticker: null
cik: "0001733294"
company_name: "Generation Bio Co."
filed_at: "2026-02-09T23:59:59+00:00"
generated_at: "2026-05-16T03:55:02.980512+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Generation Bio acquired by XOMA Royalty for $4.29/share + CVR; merger closes, stock delisted

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-26-012121
- form_type: 8-K
- cik: 0001733294
- company_name: Generation Bio Co.
- filed_at: 2026-02-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 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/1733294/000110465926012121/0001104659-26-012121-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1733294/000110465926012121/gbio-20260206x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-012121
- JSON: https://secwatch.observer/filing/0001104659-26-012121.json
- Plain text: https://secwatch.observer/filing/0001104659-26-012121.txt

## Source-grounded claims
- claim_id: 7b425aa2c9bdbc3d70494d359ca012cb1d52a197
  claim: Generation Bio Co.: Certificate of incorporation was amended and restated in its entirety as part of a merger (effective 2026-02-09).
  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_url: https://www.sec.gov/Archives/edgar/data/1733294/000110465926012121/0001104659-26-012121-index.htm
- claim_id: d73628830dce877641e0a747d26b576d1bfcb405
  claim: Generation Bio Co.: Bylaws were amended and restated in their entirety as part of a merger (effective 2026-02-09).
  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_url: https://www.sec.gov/Archives/edgar/data/1733294/000110465926012121/0001104659-26-012121-index.htm
- claim_id: a7b38c296505f6a8d0068a6330145ae1f9e147b2
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1733294/000110465926012121/0001104659-26-012121-index.htm
- claim_id: 10756a17c8bec104aa73f2e3eeed6af4778991f7
  claim: 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).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1733294/000110465926012121/0001104659-26-012121-index.htm
- claim_id: ca52e74fd265858e88f9c6885d7d63dca62e4d50
  claim: 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).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1733294/000110465926012121/0001104659-26-012121-index.htm

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