{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-130668","form_type":"8-K","ticker":"VNDA","cik":"0001347178","company_name":"Vanda Pharmaceuticals Inc.","filed_at":"2024-05-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:18.037262+00:00","generated_at":"2026-06-02T23:01:15.742023+00:00","sec_items":["1.01","3.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Vanda amends Rights Agreement to exempt BlackRock from poison pill up to 20% ownership","bullets":["Amendment adds BlackRock and its managed funds as 'Exempt Person' under the Rights Agreement.","BlackRock may acquire up to 20% of Vanda's common stock without triggering the poison pill.","Exempt status can be revoked immediately if BlackRock breaches representations or conditions.","The Board deems the amendment desirable based on BlackRock's representations and warranties."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-130668","json":"https://secwatch.observer/filing/0001193125-24-130668.json","markdown":"https://secwatch.observer/filing/0001193125-24-130668.md","text":"https://secwatch.observer/filing/0001193125-24-130668.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1347178/000119312524130668/0001193125-24-130668-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1347178/000119312524130668/d833979d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T23:01:15.742023+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":"425431011d0db61c929a9e79f4cb70dd6b322344","claim":"Vanda Pharmaceuticals Inc. amended Amendment No. 1 with Equiniti Trust Company, LLC (effective 2024-05-03).","evidence_excerpt":"On May 3, 2024, Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), entered into Amendment No. 1 (the “Amendment”) to that certain Rights Agreement, dated as of April 17, 2024 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347178/000119312524130668/0001193125-24-130668-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"Equiniti Trust Company, LLC"},{"label":"Effective","value":"2024-05-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}