{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-210803","form_type":"8-K","ticker":null,"cik":"0001435049","company_name":"CHINOOK THERAPEUTICS, INC.","filed_at":"2023-08-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.916034+00:00","generated_at":"2026-06-11T14:05:01.797484+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Novartis completes acquisition of Chinook Therapeutics for $40 per share plus CVRs","bullets":["Shareholders received $40 cash per share plus one CVR with $2.00 milestone for atrasentan in IgAN and $2.00 for FSGS.","All outstanding stock options, RSUs, and PSUs vested and converted into cash and CVRs at the effective time.","Chinook common stock halted and delisted from Nasdaq; Form 25 to be filed for deregistration.","Prior board and officers replaced by Merger Sub's directors and officers; equity plans and ATM facility terminated.","Board approved a gross-up plan for specified executives with an aggregate $11.6 million cap for excise tax payments."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-210803","json":"https://secwatch.observer/filing/0001193125-23-210803.json","markdown":"https://secwatch.observer/filing/0001193125-23-210803.md","text":"https://secwatch.observer/filing/0001193125-23-210803.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/d103891d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T14:05:01.797484+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":"2b20781911","claim":"Andrew Oxtoby resigned as other_named_officer at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"3001341d6d","claim":"Eric Dobmeier resigned as other_named_officer at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"4868687d33","claim":"Andrew King resigned as other_named_officer at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"49291aaafc","claim":"Srinivas Akkaraju resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"6068d783d5","claim":"Tom Frohlich resigned as other_named_officer at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"75821041ab","claim":"Mahesh Krishnan resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"78e07a2200","claim":"Eric Bjerkholt resigned as other_named_officer at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Additionally, at the Effective Time, each of Eric Dobmeier, Eric Bjerkholt, Tom Frohlich, Andrew King and Andrew Oxtoby ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"7ada5bd208","claim":"Eric Dobmeier resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"8347c6f8e4","claim":"Robert W. Azelby resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"a0f994ba32","claim":"Dolca Thomas resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"d6a94d8c4b","claim":"William M. Greenman resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"fd7517e497","claim":"Jerel Davis resigned as director at CHINOOK THERAPEUTICS, INC..","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, each of Eric Dobmeier, Srinivas Akkaraju, Jerel Davis, William M. Greenman, Michelle Griffin, Mahesh Krishnan, Dolca Thomas and Robert W. Azelby ceased to be directors of the Company and members of any committee of the Company’s board of directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"24102adc79612c4f3b3a4b178e71ffdb6f8f0a38","claim":"CHINOOK THERAPEUTICS, INC.: In connection with the merger, the company's bylaws were amended and restated in their entirety (effective 2023-08-11).","evidence_excerpt":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws 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/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-08-11"}],"fact_type":"governance_change"},{"claim_id":"78dc5ac576af6c1354a759b8ebebe300bf411424","claim":"CHINOOK THERAPEUTICS, INC.: In connection with the merger, the company's certificate of incorporation was amended and restated in its entirety (effective 2023-08-11).","evidence_excerpt":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws 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/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-08-11"}],"fact_type":"governance_change"},{"claim_id":"563879edbc760e264a7d1ce769be98bdfc3da61c","claim":"CHINOOK THERAPEUTICS, INC. underwent a change of control involving Novartis AG (closed 2023-08-11).","evidence_excerpt":"This Current Report on Form 8-K is being filed in connection with the consummation on August 11, 2023 (the “Merger Closing Date”) of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of June 11, 2023 (the “Merger Agreement”), by and among Chinook Therapeutics, Inc., a Delaware corporation (“Chinook” or the “Company”), Novartis AG, a company organized under the laws of Switzerland (“Parent” or “Novartis”), and Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Merger Sub”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1435049/000119312523210803/0001193125-23-210803-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Novartis AG"},{"label":"Closing","value":"2023-08-11"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}