--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-009377" form_type: "8-K" ticker: null cik: "0001825367" company_name: "RayzeBio, Inc." filed_at: "2024-02-26T23:59:59+00:00" generated_at: "2026-06-05T15:40:21.472029+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Bristol-Myers Squibb completes acquisition of RayzeBio for $62.50 per share in cash ## Summary - Bristol-Myers Squibb acquired RayzeBio at $62.50/share; 53,052,499 shares tendered (~86% of outstanding). - Merger effective Feb 26, 2024; all outstanding shares converted to right to receive $62.50 cash per share. - Stock options fully vested and cashed out for excess of $62.50 over exercise price. - All directors resigned; new directors from Bristol-Myers appointed; executive officers replaced. - Company to delist from Nasdaq and file Form 15 to terminate SEC reporting obligations. ## SEC filing metadata - accession: 0001140361-24-009377 - form_type: 8-K - cik: 0001825367 - company_name: RayzeBio, Inc. - filed_at: 2024-02-26T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 5.03, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/ef20022333_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-009377 - JSON: https://secwatch.observer/filing/0001140361-24-009377.json - Plain text: https://secwatch.observer/filing/0001140361-24-009377.txt ## Key facts - Executive change Mary Tagliaferri resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Benjamin Hickey was appointed as President at RayzeBio, Inc.. - Action: appointed - Role: President source text: Benjamin Hickey was appointed to serve as President of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Sophia Park was appointed as Vice President at RayzeBio, 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/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Ken Song resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Angie You resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Tim Van Hauwermeiren resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Sandra Ramos-Alves was appointed as Director at RayzeBio, Inc.. - Action: became director - Role: Director source text: the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Konstantina Katcheves, Sandra Ramos-Alves and Kimberly M. Jablonski, became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Scott Matarese was appointed as Vice President at RayzeBio, 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/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Richard Heyman resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Christy Oliger resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Kimberly M. Jablonski was appointed as Director at RayzeBio, Inc.. - Action: became director - Role: Director source text: the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Konstantina Katcheves, Sandra Ramos-Alves and Kimberly M. Jablonski, became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Sandra Ramos-Alves was appointed as Vice President and Treasurer at RayzeBio, Inc.. - Action: appointed - Role: Vice President and Treasurer source text: Sandra Ramos-Alves was appointed to serve as a Vice President and Treasurer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Konstantina Katcheves was appointed as Director at RayzeBio, Inc.. - Action: became director - Role: Director source text: the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Konstantina Katcheves, Sandra Ramos-Alves and Kimberly M. Jablonski, became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Yi Larson resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Kimberly M. Jablonski was appointed as Vice President and Secretary at RayzeBio, 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/1825367/000114036124009377/0001140361-24-009377-index.htm - Executive change Maha Katabi resigned as Director at RayzeBio, Inc.. - Action: resigned - Role: Director source text: each of Richard Heyman, PhD, Tim Van Hauwermeiren, Maha Katabi, PhD, Yi Larson, Christy Oliger, Ken Song, MD, Mary Tagliaferri, MD, and Angie You, PhD resigned as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Governance Changes RayzeBio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement at Effective Time. - Change: bylaw amendment source text: the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - Governance Changes RayzeBio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement at Effective Time. - Change: charter amendment source text: the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm - M&A Transactions RayzeBio, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $62.50 per Share in cash (closed 2024-02-26). - Action: change of control - Counterparty: Bristol-Myers Squibb Company - Consideration: $62.50 per Share in cash - Closing: 2024-02-26 source text: Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at an offer price of $62.50 per Share in cash (the “ Offer Price ”), without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to evidence_url: https://www.sec.gov/Archives/edgar/data/1825367/000114036124009377/0001140361-24-009377-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.