{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-060815","form_type":"8-K","ticker":null,"cik":"0001367920","company_name":"CONCERT PHARMACEUTICALS, INC.","filed_at":"2023-03-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.640701+00:00","generated_at":"2026-06-18T11:18:02.366872+00:00","sec_items":["2.01","3.01","3.03","5.01","5.03","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Sun Pharma completes acquisition of Concert Pharmaceuticals for $8.00/share plus CVRs","bullets":["Offer expired with 48,220,511 shares tendered (~75.2%); all conditions satisfied, merger effective March 6, 2023.","Concert stockholders receive $8.00 per share plus one CVR per share; CVRs pay up to $3.50 per CVR based on deuruxolitinib net sales milestones.","CVR milestones: $1.00 if net sales exceed $100M by March 31, 2027; $2.50 if net sales exceed $500M by Dec 31, 2029.","Concert's common stock delisted from Nasdaq; directors and officers (including CEO Roger Tung) resigned, replaced by Sun Pharma appointees.","Transaction bonuses of $50,000 each approved for CFO Marc Becker and Chief Development Officer James Cassella."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-060815","json":"https://secwatch.observer/filing/0001193125-23-060815.json","markdown":"https://secwatch.observer/filing/0001193125-23-060815.md","text":"https://secwatch.observer/filing/0001193125-23-060815.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/d470195d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T11:18:02.366872+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":"1578ae3db1","claim":"Christine van Heek departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"1854fa2379","claim":"James V. Cassella resigned as Chief Development Officer at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Development Officer"}],"fact_type":"executive_change"},{"claim_id":"1d61f79b84","claim":"Jeffrey A. Munsie resigned as Chief Legal Officer and Secretary at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Legal Officer and Secretary"}],"fact_type":"executive_change"},{"claim_id":"2300c3ffb1","claim":"Richard H. Aldrich departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"284bb3aee1","claim":"Jesper Høiland departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3352271323","claim":"Wilfred E. Jaeger departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3eed2ec630","claim":"Marc A. Becker resigned as Chief Financial Officer and Treasurer at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Financial Officer and Treasurer"}],"fact_type":"executive_change"},{"claim_id":"52b366a05b","claim":"Zvi Albert was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"}],"fact_type":"executive_change"},{"claim_id":"64e095f9ea","claim":"Thomas G. Auchincloss, Jr. departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. 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Tung resigned as President and Chief Executive Officer at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. 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Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"dd4280a021","claim":"Peter Barton Hutt departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. 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Tung departed as Director at CONCERT PHARMACEUTICALS, INC..","evidence_excerpt":"As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4405a65c76a487a95e501e81dc50d8dddfa8257c","claim":"CONCERT PHARMACEUTICALS, INC.: Amended and restated the company's by-laws in their entirety.","evidence_excerpt":"Concert’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"c84af0bd13631be435f1e22813fda2572d2d66c8","claim":"CONCERT PHARMACEUTICALS, INC. underwent a change of control involving Sun Pharmaceutical Industries Ltd. for $8.00 per share of Company Common Stock in cash, plus one contingent value right per share (closed 2023-03-06).","evidence_excerpt":"urities and Exchange Commission (the “SEC”) on January 19, 2023, by Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Concert”), Concert entered into an Agreement and Plan of Merger, dated January 19, 2023 (the “Merger Agreement”), with Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“Parent” or “Sun Pharma”), and Foliage Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Sun Pharmaceutical Industries Ltd."},{"label":"Consideration","value":"$8.00 per share of Company Common Stock in cash, plus one contingent value right per share"},{"label":"Closing","value":"2023-03-06"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}