--- 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" generated_at: "2026-06-04T15:31:38.158051+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Bristol-Myers Squibb completes $330/share acquisition of Karuna Therapeutics; Karuna delisted ## Summary - 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. ## SEC filing metadata - accession: 0001140361-24-013728 - form_type: 8-K - cik: 0001771917 - company_name: Karuna Therapeutics, Inc. - filed_at: 2024-03-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-013728 - JSON: https://secwatch.observer/filing/0001140361-24-013728.json - Plain text: https://secwatch.observer/filing/0001140361-24-013728.txt ## Key facts - Executive change Kimberly M. Jablonski was appointed as Director at Karuna Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Sandra Ramos-Alves was appointed as Director at Karuna Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Elisabeth Bradley was appointed as Assistant Secretary at Karuna Therapeutics, Inc.. - Action: appointed - Role: Assistant Secretary source text: Elisabeth Bradley was appointed to serve as Assistant Secretary of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Kimberly M. Jablonski was appointed as Vice President and Secretary at Karuna Therapeutics, Inc.. - Action: appointed - Role: Vice President and Secretary source text: Kimberly M. Jablonski was appointed to serve as Vice President and Secretary of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Konstantina Katcheves was appointed as Director at Karuna Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Sophia Park was appointed as Vice President at Karuna Therapeutics, Inc.. - Action: appointed - Role: Vice President source text: Sophia Park was appointed to serve as Vice President of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Scott Matarese was appointed as Vice President at Karuna Therapeutics, Inc.. - Action: appointed - Role: Vice President source text: Scott Matarese was appointed to serve as Vice President of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Sandra Ramos-Alves was appointed as President and Treasurer at Karuna Therapeutics, Inc.. - Action: appointed - Role: President and Treasurer source text: Sandra Ramos-Alves was appointed to serve as President and Treasurer of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Executive change Lisa A. Atkins was appointed as Assistant Secretary at Karuna Therapeutics, Inc.. - Action: appointed - Role: Assistant Secretary source text: Lisa A. Atkins was appointed to serve as Assistant Secretary of the Surviving Corporation evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Governance Changes Karuna Therapeutics, Inc.: Amended and restated bylaws in their entirety. - Change: bylaw amendment source text: Karuna’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”) evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - Governance Changes Karuna Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety. - Change: charter amendment source text: Karuna’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1771917/000114036124013728/0001140361-24-013728-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.