8-K
filed January 23, 2024, 6:59 PM ET
CIK 0001576263
M&A
confidence high
sentiment neutral
materiality 0.70
Mirati Therapeutics, Inc.: M&A transaction — Mirati acquired by Bristol-Myers Squibb for $58/share plus contingent $12 CVR; merger closes
Mirati Therapeutics, Inc.
- Merger closed Jan 23, 2024; each Mirati share converted into $58 cash plus one CVR with potential $12 milestone payment.
- Aggregate purchase price approx. $4.8B in equity value, funded by BMS cash and debt.
- CVR milestone: submission and FDA acceptance of NDA for MRTX1719 in non-small cell lung cancer (1st-3rd line) by Jan 23, 2031.
- Mirati's board resigned; new board from Bristol-Myers appointed; equity and 401(k) plans terminated.
- Mirati common stock delisted from Nasdaq as of Jan 23, 2024; company will file Form 15 to suspend reporting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Konstantina Katcheves was appointed as Director at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time were Konstantina Katcheves, Sandra Ramos-Alves, and Kimberly M. Jablonski.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Julie Cherrington resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shalini Sharp resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Baum resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandra Ramos-Alves was appointed as President and Treasurer at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- President and Treasurer
Exact text from the filing
Sandra Ramos-Alves was appointed to serve as President and Treasurer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Faheem Hasnain resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sophia Park was appointed as Vice President at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- Vice President
Exact text from the filing
Sophia Park was appointed to serve as a Vice President of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly M. Jablonski was appointed as Director at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time were Konstantina Katcheves, Sandra Ramos-Alves, and Kimberly M. Jablonski.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce Carter resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carol Gallagher resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly M. Jablonski was appointed as Vice President and Secretary at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- Vice President and Secretary
Exact text from the filing
Kimberly M. Jablonski was appointed to serve as a Vice President and Secretary of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aaron Davis resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandra Ramos-Alves was appointed as Director at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Effective Time were Konstantina Katcheves, Sandra Ramos-Alves, and Kimberly M. Jablonski.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Matarese was appointed as Vice President at Mirati Therapeutics, Inc..
- Action
- appointed
- Role
- Vice President
Exact text from the filing
Scott Matarese was appointed to serve as a Vice President of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maya Martinez-Davis resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig Johnson resigned as Director at Mirati Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Faheem Hasnain; Charles Baum, M.D., Ph.D.; Bruce Carter, Ph.D.; Julie Cherrington, Ph.D.; Aaron Davis; Carol Gallagher, Pharm.D.; Craig Johnson; Maya Martinez-Davis; and Shalini Sharp) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Mirati Therapeutics, Inc.: Bylaws were amended and restated in their entirety as of the Effective Time to conform to the bylaws of Merger Sub.
- Change
- bylaw amendment
Exact text from the filing
In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Bylaws”) to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Mirati Therapeutics, Inc.: Certificate of incorporation was amended and restated in its entirety as of the Effective Time pursuant to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Mirati Therapeutics, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $58.00 per share in cash plus one contingent value right representing the right to receive $12.00 in cash (closed 2024-01-23).
- Action
- change of control
- Counterparty
- Bristol-Myers Squibb Company
- Consideration
- $58.00 per share in cash plus one contingent value right representing the right to receive $12.00 in cash
- Closing
- 2024-01-23
Exact text from the filing
2023, with Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), and Vineyard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BMS (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of BMS .
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.