--- 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" generated_at: "2026-06-10T09:13:57.811768+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Regeneron completes acquisition of Decibel Therapeutics for $4.00/share plus CVR up to $3.50 ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-240971 - form_type: 8-K - cik: 0001656536 - company_name: Decibel Therapeutics, Inc. - filed_at: 2023-09-25T23:59:59+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, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-240971 - JSON: https://secwatch.observer/filing/0001193125-23-240971.json - Plain text: https://secwatch.observer/filing/0001193125-23-240971.txt ## Key facts - Executive change Laurence Reid resigned as Member of the Board of Directors at Decibel Therapeutics, Inc.. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Robert E. Landry was appointed as Chief Financial Officer at Decibel Therapeutics, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change William Carson resigned as Member of the Board of Directors at Decibel Therapeutics, Inc.. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Matthew Kapusta resigned as Member of the Board of Directors at Decibel Therapeutics, Inc.. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Joseph J. LaRosa was appointed as Secretary at Decibel Therapeutics, Inc.. - Action: appointed - Role: Secretary source text: Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Alison Finger resigned as Member of the Board of Directors at Decibel Therapeutics, Inc.. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Saraswathy Nochur resigned as Member of the Board of Directors at Decibel Therapeutics, Inc.. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Leonard N. Brooks was appointed as Treasurer at Decibel Therapeutics, Inc.. - Action: appointed - Role: Treasurer source text: Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Kevin McLaughlin resigned as Member of the Board of Directors at Decibel Therapeutics, Inc.. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Nouhad Husseini was appointed as Sole Director at Decibel Therapeutics, Inc.. - Action: appointed - Role: Sole Director source text: Nouhad Husseini, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company, in each case, as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Executive change Nouhad Husseini was appointed as Managing Director at Decibel Therapeutics, Inc.. - Action: appointed - Role: Managing Director source text: Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - Governance Changes Decibel Therapeutics, Inc.: Amended and restated certificate of incorporation and amended and restated bylaws in connection with merger. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm - M&A Transactions 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). - Action: change of control - Counterparty: Regeneron Pharmaceuticals, Inc. - Consideration: $4.00 per share in cash, plus one contingent value right per share - Closing: 2023-09-25 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1656536/000119312523240971/0001193125-23-240971-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.