--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-210739" form_type: "8-K" ticker: null cik: "0001821323" company_name: "Sigilon Therapeutics, Inc." filed_at: "2023-08-11T23:59:59+00:00" generated_at: "2026-06-11T15:06:26.749566+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Sigilon Therapeutics acquired by Eli Lilly for $14.92/share plus CVR; stock to be delisted ## Summary - Tender offer closed with 68.23% of shares tendered; together with parent shares, 76.61% of outstanding shares. - Each share received $14.92 cash plus one contingent value right (CVR) with potential payments up to $111.64. - All directors and executive officers resigned; replaced by Eli Lilly designees. - Nasdaq delisting requested; company intends to file Form 15 to suspend SEC reporting. - Merger completed under DGCL Section 251(h) without stockholder vote. ## SEC filing metadata - accession: 0001193125-23-210739 - form_type: 8-K - cik: 0001821323 - company_name: Sigilon Therapeutics, Inc. - filed_at: 2023-08-11T23:59:59+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, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/d510415d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-210739 - JSON: https://secwatch.observer/filing/0001193125-23-210739.json - Plain text: https://secwatch.observer/filing/0001193125-23-210739.txt ## Key facts - Executive change Michael C. Thompson was appointed as Treasurer at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Treasurer source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Katie Lodato was appointed as Assistant Treasurer at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Assistant Treasurer source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Philip L. Johnson was appointed as President at Sigilon Therapeutics, Inc.. - Action: appointed - Role: President source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Michael C. Thompson was appointed as Director at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson, the directors of Purchaser immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change John Cox resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Jonathan Groff was appointed as Assistant Secretary at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Assistant Secretary source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Robert R. Ruffolo, Jr., Ph.D. resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Philip L. Johnson was appointed as Director at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson, the directors of Purchaser immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Gordon J. Brooks was appointed as Director at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson, the directors of Purchaser immediately prior to the Effective Time, became directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Stephen N. Oesterle, M.D. resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Christopher Anderson was appointed as Secretary at Sigilon Therapeutics, Inc.. - Action: appointed - Role: Secretary source text: As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Kavita Patel, M.D. resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Eric D. Shaff resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Rogerio Vivaldi Coelho, M.D. resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Executive change Douglas G. Cole, M.D. resigned as director at Sigilon Therapeutics, Inc.. - Action: resigned source text: each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Governance Changes Sigilon Therapeutics, Inc.: Amended and restated bylaws in their entirety. - Change: bylaw amendment source text: and the Company’s amended and restated bylaws were amended and restated in their entirety as set forth on Annex III to the Merger Agreement (the “Amended and Restated Bylaws”) evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - Governance Changes Sigilon Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s amended and restated certificate of incorporation was amended and restated in its entirety as set forth on Annex II to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”) evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm - M&A Transactions Sigilon Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $14.92 per Share in cash plus one contingent value right per Share (closed 2023-08-11). - Action: change of control - Counterparty: Eli Lilly and Company - Consideration: $14.92 per Share in cash plus one contingent value right per Share - Closing: 2023-08-11 source text: to purchase any and all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.001 per Share (the “Common Stock”), of the Company in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest (the “Closing Amount”), plus one contingent value right per Share (each a “CVR”), which represents the contractual evidence_url: https://www.sec.gov/Archives/edgar/data/1821323/000119312523210739/0001193125-23-210739-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.