{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-24-013728","form_type":"8-K","ticker":null,"cik":"0001771917","company_name":"Karuna Therapeutics, Inc.","filed_at":"2024-03-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.476166+00:00","generated_at":"2026-06-04T15:31:38.158051+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Bristol-Myers Squibb completes $330/share acquisition of Karuna Therapeutics; Karuna delisted","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-24-013728","json":"https://secwatch.observer/filing/0001140361-24-013728.json","markdown":"https://secwatch.observer/filing/0001140361-24-013728.md","text":"https://secwatch.observer/filing/0001140361-24-013728.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/ef20024330_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T15:31:38.158051+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2d2fb1722d","claim":"Kimberly M. Jablonski was appointed as Director at Karuna Therapeutics, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3562c0a9ce","claim":"Sandra Ramos-Alves was appointed as Director at Karuna Therapeutics, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"46a6151804","claim":"Elisabeth Bradley was appointed as Assistant Secretary at Karuna Therapeutics, Inc..","evidence_excerpt":"Elisabeth Bradley was appointed to serve as Assistant Secretary of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Assistant Secretary"}],"fact_type":"executive_change"},{"claim_id":"720073cd63","claim":"Kimberly M. Jablonski was appointed as Vice President and Secretary at Karuna Therapeutics, Inc..","evidence_excerpt":"Kimberly M. Jablonski was appointed to serve as Vice President and Secretary of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President and Secretary"}],"fact_type":"executive_change"},{"claim_id":"72d6ce4e0a","claim":"Konstantina Katcheves was appointed as Director at Karuna Therapeutics, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7b141fd02a","claim":"Sophia Park was appointed as Vice President at Karuna Therapeutics, Inc..","evidence_excerpt":"Sophia Park was appointed to serve as Vice President of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President"}],"fact_type":"executive_change"},{"claim_id":"a2be46e92d","claim":"Scott Matarese was appointed as Vice President at Karuna Therapeutics, Inc..","evidence_excerpt":"Scott Matarese was appointed to serve as Vice President of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President"}],"fact_type":"executive_change"},{"claim_id":"c5b87b93e7","claim":"Sandra Ramos-Alves was appointed as President and Treasurer at Karuna Therapeutics, Inc..","evidence_excerpt":"Sandra Ramos-Alves was appointed to serve as President and Treasurer of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Treasurer"}],"fact_type":"executive_change"},{"claim_id":"ca0adb464a","claim":"Lisa A. Atkins was appointed as Assistant Secretary at Karuna Therapeutics, Inc..","evidence_excerpt":"Lisa A. 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In addition, pursuant to the Merger Agreement, immediately prior to the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Bristol-Myers Squibb Company"},{"label":"Consideration","value":"$330 in cash"},{"label":"Closing","value":"2024-03-18"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}