--- 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" generated_at: "2026-06-18T11:18:02.366872+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Sun Pharma completes acquisition of Concert Pharmaceuticals for $8.00/share plus CVRs ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-060815 - form_type: 8-K - cik: 0001367920 - company_name: CONCERT PHARMACEUTICALS, INC. - filed_at: 2023-03-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-060815 - JSON: https://secwatch.observer/filing/0001193125-23-060815.json - Plain text: https://secwatch.observer/filing/0001193125-23-060815.txt ## Key facts - Executive change Christine van Heek departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change James V. Cassella resigned as Chief Development Officer at CONCERT PHARMACEUTICALS, INC.. - Action: resigned - Role: Chief Development Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Jeffrey A. Munsie resigned as Chief Legal Officer and Secretary at CONCERT PHARMACEUTICALS, INC.. - Action: resigned - Role: Chief Legal Officer and Secretary source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Richard H. Aldrich departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Jesper Høiland departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Wilfred E. Jaeger departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Marc A. Becker resigned as Chief Financial Officer and Treasurer at CONCERT PHARMACEUTICALS, INC.. - Action: resigned - Role: Chief Financial Officer and Treasurer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Zvi Albert was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC.. - Action: appointed source text: The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker. evidence_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Thomas G. Auchincloss, Jr. departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Erik Zwicker was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC.. - Action: appointed source text: The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker. evidence_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Abhay Gandhi was appointed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: appointed - Role: Director source text: The directors of Purchaser immediately prior to the Effective Time were Abhay Gandhi and Sudhir Valia. evidence_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Roger D. Tung resigned as President and Chief Executive Officer at CONCERT PHARMACEUTICALS, INC.. - Action: resigned - Role: President and Chief Executive Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Nancy Stuart resigned as Chief Operating Officer at CONCERT PHARMACEUTICALS, INC.. - Action: resigned - Role: Chief Operating Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Peter Barton Hutt departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Abhay Gandhi was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC.. - Action: appointed source text: The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker. evidence_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Sudhir Valia was appointed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: appointed - Role: Director source text: The directors of Purchaser immediately prior to the Effective Time were Abhay Gandhi and Sudhir Valia. evidence_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Executive change Roger D. Tung departed as Director at CONCERT PHARMACEUTICALS, INC.. - Action: ceased to be director - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - Governance Changes CONCERT PHARMACEUTICALS, INC.: Amended and restated the company's by-laws in their entirety. - Change: bylaw amendment source text: Concert’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm - M&A Transactions 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). - Action: change of control - Counterparty: Sun Pharmaceutical Industries Ltd. - Consideration: $8.00 per share of Company Common Stock in cash, plus one contingent value right per share - Closing: 2023-03-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1367920/000119312523060815/0001193125-23-060815-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.