8-K
filed March 18, 2024, 7:59 PM ET
CIK 0001771917
M&A
confidence high
sentiment neutral
materiality 0.90
Karuna Therapeutics, Inc.: M&A transaction — Bristol-Myers Squibb completes $330/share acquisition of Karuna Therapeutics; Karuna delisted
Karuna Therapeutics, Inc.
- Merger closed March 18, 2024; Karuna stockholders received $330 per share in cash.
- Karuna common stock delisted from Nasdaq; company intends to deregister under Exchange Act.
- All prior directors and executive officers removed; replaced by Bristol-Myers Squibb designees.
- Certificate of incorporation and bylaws amended; equity distribution agreement terminated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly M. Jablonski was appointed as Director at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation. The directors of Merger Sub at 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
Sandra Ramos-Alves was appointed as Director at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation. The directors of Merger Sub at 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
Elisabeth Bradley was appointed as Assistant Secretary at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Assistant Secretary
Exact text from the filing
Elisabeth Bradley was appointed to serve as Assistant Secretary of the Surviving Corporation
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 Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Vice President and Secretary
Exact text from the filing
Kimberly M. Jablonski was appointed to serve as Vice President and Secretary of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Konstantina Katcheves was appointed as Director at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation. The directors of Merger Sub at 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
Sophia Park was appointed as Vice President at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Vice President
Exact text from the filing
Sophia Park was appointed to serve as Vice President of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Matarese was appointed as Vice President at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Vice President
Exact text from the filing
Scott Matarese was appointed to serve as Vice President of the Surviving Corporation
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 Karuna 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 Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lisa A. Atkins was appointed as Assistant Secretary at Karuna Therapeutics, Inc..
- Action
- appointed
- Role
- Assistant Secretary
Exact text from the filing
Lisa A. Atkins was appointed to serve as Assistant Secretary of the Surviving Corporation
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Karuna Therapeutics, Inc.: Amended and restated bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Karuna’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Karuna Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
Karuna’s certificate of incorporation 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
Karuna Therapeutics, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $330 in cash (closed 2024-03-18).
- Action
- change of control
- Counterparty
- Bristol-Myers Squibb Company
- Consideration
- $330 in cash
- Closing
- 2024-03-18
Exact text from the filing
parties, and (ii) shares of Karuna Common Stock for which appraisal rights have been properly exercised and perfected and not withdrawn) was converted into the right to receive $330 in cash (the “Merger Consideration”), without interest, and subject to any applicable withholding taxes. In addition, pursuant to the Merger Agreement, immediately prior to the
View on SEC.gov
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