{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-240971","form_type":"8-K","ticker":null,"cik":"0001656536","company_name":"Decibel Therapeutics, Inc.","filed_at":"2023-09-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.737462+00:00","generated_at":"2026-06-10T09:13:57.811768+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Regeneron completes acquisition of Decibel Therapeutics for $4.00/share plus CVR up to $3.50","bullets":["Cash consideration of $4.00/share plus up to $3.50/share in contingent value rights (CVR) tied to DB-OTO milestones.","Tender offer accepted 19,797,530 shares (~86.12% of outstanding); merger completed under DGCL Section 251(h).","Shares to be delisted from Nasdaq; Form 25 will be filed; registration to be terminated.","All pre-merger directors resigned; replaced by Nouhad Husseini as sole director; officers replaced by Regeneron appointees.","CVR milestones: $2.00 per CVR on DB-OTO fifth patient dosing by Dec 31, 2024; $1.50 on Registration Enabling Trial initiation."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-240971","json":"https://secwatch.observer/filing/0001193125-23-240971.json","markdown":"https://secwatch.observer/filing/0001193125-23-240971.md","text":"https://secwatch.observer/filing/0001193125-23-240971.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/d535787d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T09:13:57.811768+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":"2c85b638bc","claim":"Laurence Reid resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..","evidence_excerpt":"In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"588ca42fe5","claim":"Robert E. 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Brooks, Treasurer","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Managing Director"}],"fact_type":"executive_change"},{"claim_id":"d26a7a7fac172ce2d993713d64f663083f14edce","claim":"Decibel Therapeutics, Inc.: Amended and restated certificate of incorporation and amended and restated bylaws in connection with merger.","evidence_excerpt":"Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each 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/1656536/000119312523240971/0001193125-23-240971-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"84a8e0353c1dcba57a68f6f2f4f5f1ef6330339b","claim":"Decibel Therapeutics, Inc. underwent a change of control involving Regeneron Pharmaceuticals, Inc. for $4.00 per share in cash, plus one contingent value right per share (closed 2023-09-25).","evidence_excerpt":"rm 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023, Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 8, 2023, with Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), and Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Regeneron Pharmaceuticals, Inc."},{"label":"Consideration","value":"$4.00 per share in cash, plus one contingent value right per share"},{"label":"Closing","value":"2023-09-25"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}