--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-242619" form_type: "8-K" ticker: null cik: "0001358762" company_name: "REATA PHARMACEUTICALS INC" filed_at: "2023-09-26T23:59:59+00:00" generated_at: "2026-06-10T08:37:15.083688+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Reata acquired by Biogen; shareholders receive $172.50/share cash ## Summary - Merger closed Sept 26, 2023; Reata now wholly-owned subsidiary of Biogen. - Each share of Reata common stock converted into $172.50 cash per share. - Reata requested delisting from Nasdaq and deregistration with SEC. - All Reata directors resigned; new directors appointed by Biogen. - Biogen prepaid outstanding term loans under Loan Agreement upon change of control. ## SEC filing metadata - accession: 0001193125-23-242619 - form_type: 8-K - cik: 0001358762 - company_name: REATA PHARMACEUTICALS INC - filed_at: 2023-09-26T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/d516210d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-242619 - JSON: https://secwatch.observer/filing/0001193125-23-242619.json - Plain text: https://secwatch.observer/filing/0001193125-23-242619.txt ## Key facts - Executive change Dawn C. Bir was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Martin W. Edwards, M.D. resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: At the Effective Time, each of Martin W. Edwards, M.D., William D. McClellan, Jr. and R. Kent McGaughy Jr., resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Manmeet S. Soni was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change J. Warren Huff resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: Effective as of immediately following the Effective Time, each of J. Warren Huff, Christy J. Oliger, William E. Rose, Shamim Ruff and Steven W. Ryder also resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Andrea L. Loewen was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Robin Kramer was appointed as Director at REATA PHARMACEUTICALS INC. - Action: became a director - Role: Director source text: At the Effective Time, each of Fearghas Carruthers, Michael Dambach and Robin Kramer became a director of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Shamim Ruff resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: Effective as of immediately following the Effective Time, each of J. Warren Huff, Christy J. Oliger, William E. Rose, Shamim Ruff and Steven W. Ryder also resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Seemi Khan, M.D. was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Bhaskar Anand was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Steven W. Ryder resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: Effective as of immediately following the Effective Time, each of J. Warren Huff, Christy J. Oliger, William E. Rose, Shamim Ruff and Steven W. Ryder also resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change J. Warren Huff was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change R. Kent McGaughy Jr. resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: At the Effective Time, each of Martin W. Edwards, M.D., William D. McClellan, Jr. and R. Kent McGaughy Jr., resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Rajiv Patni, M.D. was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change William E. Rose resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: Effective as of immediately following the Effective Time, each of J. Warren Huff, Christy J. Oliger, William E. Rose, Shamim Ruff and Steven W. Ryder also resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Michael D. Wortley was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Michael Dambach was appointed as Director at REATA PHARMACEUTICALS INC. - Action: became a director - Role: Director source text: At the Effective Time, each of Fearghas Carruthers, Michael Dambach and Robin Kramer became a director of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Christy J. Oliger resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: Effective as of immediately following the Effective Time, each of J. Warren Huff, Christy J. Oliger, William E. Rose, Shamim Ruff and Steven W. Ryder also resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Colin J. Meyer, M.D. was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change William D. McClellan, Jr. resigned as Director at REATA PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: At the Effective Time, each of Martin W. Edwards, M.D., William D. McClellan, Jr. and R. Kent McGaughy Jr., resigned as a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Fearghas Carruthers was appointed as Director at REATA PHARMACEUTICALS INC. - Action: became a director - Role: Director source text: At the Effective Time, each of Fearghas Carruthers, Michael Dambach and Robin Kramer became a director of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Dakota Gallivan was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change W. Christian Wigley, Ph.D. was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Executive change Steve Harman was removed as other_named_officer at REATA PHARMACEUTICALS INC. - Action: removed source text: Additionally, effective as of immediately following the Effective Time, each of J. Warren Huff, Manmeet S. Soni, Dawn C. Bir, Colin J. Meyer, M.D., Rajiv Patni, M.D., Michael D. Wortley, Bhaskar Anand, Steve Harman, Seemi Khan, M.D., Andrea L. Loewen, W. Christian Wigley, Ph.D. and Dakota Gallivan was removed as an officer of Reata. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - Governance Changes REATA PHARMACEUTICALS INC: Amended and restated certificate of incorporation and bylaws effective upon merger. - Change: fiscal year change source text: Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference. Copies of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm - M&A Transactions REATA PHARMACEUTICALS INC underwent a change of control involving Biogen Inc. for $172.50 in cash (closed 2023-09-26). - Action: change of control - Counterparty: Biogen Inc. - Consideration: $172.50 in cash - Closing: 2023-09-26 source text: the Reata Common Stock with respect to which statutory rights of appraisal were properly and validly demanded) was automatically canceled and converted into the right to receive $172.50 in cash, without interest and subject to any applicable withholding taxes (the “ Merger Consideration ”). In addition, effective as of immediately prior to the Effective Time, (i) evidence_url: https://www.sec.gov/Archives/edgar/data/1358762/000119312523242619/0001193125-23-242619-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.