---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-25-018514"
form_type: "8-K"
ticker: null
cik: "0001860782"
company_name: "2seventy bio, Inc."
filed_at: "2025-05-13T23:59:59+00:00"
generated_at: "2026-05-21T18:14:04.118615+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 acquisition of 2seventy bio for $5.00/share, total ~$264.6M

## Summary
- Tender offer expired May 12, 2025; 81.8% of shares tendered (43,542,774 shares).
- Merger completed May 13, 2025 without stockholder vote under DGCL Section 251(h).
- All outstanding shares converted to $5.00 cash; total consideration ~$264.6M.
- 2seventy bio stock delisted from Nasdaq; plans to file Form 15 to suspend SEC reporting.
- Board replaced with Bristol-Myers appointees; former directors resigned, stock plans terminated.

## SEC filing metadata
- accession: 0001140361-25-018514
- form_type: 8-K
- cik: 0001860782
- company_name: 2seventy bio, Inc.
- filed_at: 2025-05-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1860782/000114036125018514/0001140361-25-018514-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860782/000114036125018514/ny20048433x3_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-018514
- JSON: https://secwatch.observer/filing/0001140361-25-018514.json
- Plain text: https://secwatch.observer/filing/0001140361-25-018514.txt

## Key facts
- Governance Changes
  2seventy bio, Inc.: Amended and restated certificate of incorporation in connection with merger.
  - Change: charter amendment
  source text: 2seventy bio’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the “ Second Amended and Restated Certificate of Incorporation ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860782/000114036125018514/0001140361-25-018514-index.htm
- Governance Changes
  2seventy bio, Inc.: Amended and restated by-laws in connection with merger.
  - Change: bylaw amendment
  source text: 2seventy bio’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as so amended and restated, the “ Second Amended and Restated By-Laws ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860782/000114036125018514/0001140361-25-018514-index.htm
- M&A Transactions
  2seventy bio, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $5.00 per share in cash (closed 2025-05-13).
  - Action: change of control
  - Counterparty: Bristol-Myers Squibb Company
  - Consideration: $5.00 per share in cash
  - Closing: 2025-05-13
  source text: ities and Exchange Commission (the “ SEC ”) on March 11, 2025 by 2seventy bio, Inc., a Delaware corporation (the “ Company ” or “ 2seventy bio ”), 2seventy bio entered into an Agreement and Plan of Merger, dated March 10, 2025 (the “ Merger Agreement ”), with Bristol-Myers Squibb Company, a Delaware corporation (“ Bristol-Myers Squibb ”), and Daybreak
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860782/000114036125018514/0001140361-25-018514-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.