--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-047746" form_type: "8-K" ticker: null cik: "0001868734" company_name: "CinCor Pharma, Inc." filed_at: "2023-02-24T23:59:59+00:00" generated_at: "2026-06-19T00:58:23.575579+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # AstraZeneca completes acquisition of CinCor Pharma for $26/share plus $10 CVR; total ~$1.8B ## Summary - AstraZeneca subsidiary acquired all outstanding CinCor shares for $26.00 cash per share plus one CVR worth up to $10.00 per share upon milestone. - Total transaction value approximately $1.8 billion; 86.3% of shares tendered in offer. - CinCor becomes wholly owned subsidiary of AstraZeneca; stock to be delisted from Nasdaq. - All CinCor directors resigned; replaced by AstraZeneca appointees David E. White and Kevin Durning. - Certificate of incorporation and bylaws amended and restated effective at merger close. ## SEC filing metadata - accession: 0001193125-23-047746 - form_type: 8-K - cik: 0001868734 - company_name: CinCor Pharma, Inc. - filed_at: 2023-02-24T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 5.03, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/d465819d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-047746 - JSON: https://secwatch.observer/filing/0001193125-23-047746.json - Plain text: https://secwatch.observer/filing/0001193125-23-047746.txt ## Key facts - Executive change David Allison resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change James I. Healy resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change Maina Bhaman resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change June Lee resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change Marc de Garidel resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change John F. Thero resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change Kevin Durning was appointed as Director at CinCor Pharma, Inc.. - Action: appointed - Role: Director source text: the directors of Purchaser as of immediately prior to the Effective Time, which consisted of David E. White and Kevin Durning, became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change Troy Ignelzi resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change David E. White was appointed as Director at CinCor Pharma, Inc.. - Action: appointed - Role: Director source text: the directors of Purchaser as of immediately prior to the Effective Time, which consisted of David E. White and Kevin Durning, became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Executive change Jason Pitts resigned as Director at CinCor Pharma, Inc.. - Action: resigned - Role: Director source text: each of Marc de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D., Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero resigned as directors of the Company and from all committees of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm - Governance Changes CinCor Pharma, Inc.: Amended and restated certificate of incorporation in its entirety. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, 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/1868734/000119312523047746/0001193125-23-047746-index.htm - Governance Changes CinCor Pharma, Inc.: Amended and restated bylaws in their entirety. - Change: bylaw amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, 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/1868734/000119312523047746/0001193125-23-047746-index.htm - M&A Transactions CinCor Pharma, Inc. underwent a change of control involving AstraZeneca Finance and Holdings Inc. for approximately $1.8 billion (closed 2023-02-24). - Action: change of control - Counterparty: AstraZeneca Finance and Holdings Inc. - Consideration: approximately $1.8 billion - Closing: 2023-02-24 source text: such Warrant, and (ii) one CVR with respect to each Share subject to such Warrant. The total transaction value of the Offer and the Merger (including the CVRs) is approximately $1.8 billion. Parent provided Purchaser with the necessary funds to fund the Offer and the Merger through Parent’ evidence_url: https://www.sec.gov/Archives/edgar/data/1868734/000119312523047746/0001193125-23-047746-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.