--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-003287" form_type: "8-K" ticker: null cik: "0001576263" company_name: "Mirati Therapeutics, Inc." filed_at: "2024-01-23T23:59:59+00:00" generated_at: "2026-06-06T20:01:31.864161+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Mirati acquired by Bristol-Myers Squibb for $58/share plus contingent $12 CVR; merger closes ## Summary - 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. ## SEC filing metadata - accession: 0001140361-24-003287 - form_type: 8-K - cik: 0001576263 - company_name: Mirati Therapeutics, Inc. - filed_at: 2024-01-23T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.02, 2.01, 3.01, 5.01, 8.01, 3.03, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/n70019397x1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-003287 - JSON: https://secwatch.observer/filing/0001140361-24-003287.json - Plain text: https://secwatch.observer/filing/0001140361-24-003287.txt ## Key facts - Executive change Konstantina Katcheves was appointed as Director at Mirati Therapeutics, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time were Konstantina Katcheves, Sandra Ramos-Alves, and Kimberly M. Jablonski. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Julie Cherrington resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Shalini Sharp resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Charles Baum resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Sandra Ramos-Alves was appointed as President and Treasurer at Mirati Therapeutics, Inc.. - Action: appointed - Role: President and Treasurer source text: Sandra Ramos-Alves was appointed to serve as President and Treasurer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Faheem Hasnain resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Sophia Park was appointed as Vice President at Mirati Therapeutics, Inc.. - Action: appointed - Role: Vice President source text: Sophia Park was appointed to serve as a Vice President of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Kimberly M. Jablonski was appointed as Director at Mirati Therapeutics, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time were Konstantina Katcheves, Sandra Ramos-Alves, and Kimberly M. Jablonski. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Bruce Carter resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Carol Gallagher resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Kimberly M. Jablonski was appointed as Vice President and Secretary at Mirati Therapeutics, Inc.. - Action: appointed - Role: Vice President and Secretary source text: Kimberly M. Jablonski was appointed to serve as a Vice President and Secretary of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Aaron Davis resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Sandra Ramos-Alves was appointed as Director at Mirati Therapeutics, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time were Konstantina Katcheves, Sandra Ramos-Alves, and Kimberly M. Jablonski. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Scott Matarese was appointed as Vice President at Mirati Therapeutics, Inc.. - Action: appointed - Role: Vice President source text: Scott Matarese was appointed to serve as a Vice President of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Maya Martinez-Davis resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Executive change Craig Johnson resigned as Director at Mirati Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm - M&A Transactions 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 source text: 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 . evidence_url: https://www.sec.gov/Archives/edgar/data/1576263/000114036124003287/0001140361-24-003287-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.