--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-142285" form_type: "8-K" ticker: null cik: "0001626199" company_name: "ALPINE IMMUNE SCIENCES, INC." filed_at: "2024-05-20T23:59:59+00:00" generated_at: "2026-06-01T12:47:23.174409+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Vertex completes $5B acquisition of Alpine Immune Sciences at $65/share, Alpine to be delisted ## Summary - Approximately 87% of shares tendered; Merger Sub accepted all validly tendered shares on May 18, closed May 20. - Each Alpine share converted to $65 cash; total equity value of ~$5B funded by Vertex's cash on hand. - Alpine terminated ESPP, stock plans, and at-the-market sales agreement with Cowen, effective May 30. - All prior directors and officers removed; Charles Wagner appointed as sole director; Reshma Kewalramani, Wagner, and Jonathan Biller as officers. - Nasdaq trading halted May 17; delisting and deregistration of shares under Section 12(b) initiated. ## SEC filing metadata - accession: 0001193125-24-142285 - form_type: 8-K - cik: 0001626199 - company_name: ALPINE IMMUNE SCIENCES, INC. - filed_at: 2024-05-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 5.01, 5.03, 3.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/d842347d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-142285 - JSON: https://secwatch.observer/filing/0001193125-24-142285.json - Plain text: https://secwatch.observer/filing/0001193125-24-142285.txt ## Key facts - Executive change James N. Topper departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Charles Wagner was appointed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: appointed - Role: Director source text: The director of Merger Sub immediately prior to the Effective Time was Charles Wagner. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Christopher Peetz departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Charles Wagner was appointed as Treasurer at ALPINE IMMUNE SCIENCES, INC.. - Action: appointed - Role: Treasurer source text: The officers of Merger Sub immediately prior to the Effective Time were Reshma Kewalramani as President, Charles Wagner as Treasurer and Jonathan Biller as Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Jörn Drappa departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Jonathan Biller was appointed as Secretary at ALPINE IMMUNE SCIENCES, INC.. - Action: appointed - Role: Secretary source text: The officers of Merger Sub immediately prior to the Effective Time were Reshma Kewalramani as President, Charles Wagner as Treasurer and Jonathan Biller as Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Reshma Kewalramani was appointed as President at ALPINE IMMUNE SCIENCES, INC.. - Action: appointed - Role: President source text: The officers of Merger Sub immediately prior to the Effective Time were Reshma Kewalramani as President, Charles Wagner as Treasurer and Jonathan Biller as Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Peter Thompson departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Robert Conway departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Natasha Hernday departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Mitchell H. Gold departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - Executive change Min Cui departed as Director at ALPINE IMMUNE SCIENCES, INC.. - Action: ceased - Role: Director source text: As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm - M&A Transactions ALPINE IMMUNE SCIENCES, INC. underwent a change of control involving Vertex Pharmaceuticals Incorporated for $65.00 per share in cash (closed 2024-05-20). - Action: change of control - Counterparty: Vertex Pharmaceuticals Incorporated - Consideration: $65.00 per share in cash - Closing: 2024-05-20 source text: cash tender offer (the “ Offer ”) to purchase all of the issued and outstanding shares of common stock of the Company, par value $0.001 per share (the “ Shares ”), at a price of $65.00 per share (the “ Offer Price ”), net to the seller in cash, without interest thereon and subject to any applicable tax withholding, on the terms and subject to the conditions set evidence_url: https://www.sec.gov/Archives/edgar/data/1626199/000119312524142285/0001193125-24-142285-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.