--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-154275" form_type: "8-K" ticker: null cik: "0001805890" company_name: "Fusion Pharmaceuticals Inc." filed_at: "2024-06-04T23:59:59+00:00" generated_at: "2026-06-01T06:35:30.842883+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Fusion Pharmaceuticals acquired by AstraZeneca for $21/share + $3 CVR, total ~$2.4B ## Summary - Each Fusion share exchanged for $21.00 cash plus a contingent value right of up to $3.00 per share upon a regulatory milestone by Aug 31, 2029. - Total transaction value approximately $2.4 billion; AstraZeneca also acquired Fusion's $211M cash balance. - Fusion becomes wholly owned indirect subsidiary of AstraZeneca; shares to be delisted from Nasdaq and deregistered. - CEO John F. Valliant and all prior directors resigned; Denise Lacombe, David E. White, Kevin Durning appointed as new directors. - Former CFO John Crowley and President Mohit Rawat ceased as executive officers effective June 4, 2024. ## SEC filing metadata - accession: 0001193125-24-154275 - form_type: 8-K - cik: 0001805890 - company_name: Fusion Pharmaceuticals Inc. - filed_at: 2024-06-04T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 5.01, 3.01, 3.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/d827973d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-154275 - JSON: https://secwatch.observer/filing/0001193125-24-154275.json - Plain text: https://secwatch.observer/filing/0001193125-24-154275.txt ## Key facts - Executive change Barbara Duncan resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Pablo Cagnoni resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Jeremy Bender resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change David Meek resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Philina Lee resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Kevin Durning was appointed as Director at Fusion Pharmaceuticals Inc.. - Action: became - Role: Director source text: Effective immediately following these resignations, Denise Lacombe, David E. White, and Kevin Durning became the directors of Fusion. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Donald Bergstrom resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change David E. White was appointed as Director at Fusion Pharmaceuticals Inc.. - Action: became - Role: Director source text: Effective immediately following these resignations, Denise Lacombe, David E. White, and Kevin Durning became the directors of Fusion. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change John F. Valliant resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Denise Lacombe was appointed as Director at Fusion Pharmaceuticals Inc.. - Action: became - Role: Director source text: Effective immediately following these resignations, Denise Lacombe, David E. White, and Kevin Durning became the directors of Fusion. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change John Crowley departed as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer at Fusion Pharmaceuticals Inc.. - Action: ceased to serve - Role: Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer source text: John Crowley (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) and Mohit Rawat (President and Chief Business Officer) ceased to serve in their capacities as executive officers of Fusion. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Mohit Rawat departed as President and Chief Business Officer at Fusion Pharmaceuticals Inc.. - Action: ceased to serve - Role: President and Chief Business Officer source text: John Crowley (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) and Mohit Rawat (President and Chief Business Officer) ceased to serve in their capacities as executive officers of Fusion. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Teresa Bitetti resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - Executive change Steve Gannon resigned as Director at Fusion Pharmaceuticals Inc.. - Action: resigned - Role: Director source text: Also, effective as of the Effective Time, each then-member of the board of directors of Fusion, consisting of Barbara Duncan, John F. Valliant, Jeremy Bender, Donald Bergstrom, Teresa Bitetti, Pablo Cagnoni, Steve Gannon, Philina Lee, and David Meek resigned from the Fusion board of directors and all committees thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm - M&A Transactions Fusion Pharmaceuticals Inc. underwent a change of control involving AstraZeneca AB for approximately US$2.4 billion (closed 2024-06-04). - Action: change of control - Counterparty: AstraZeneca AB - Consideration: approximately US$2.4 billion - Closing: 2024-06-04 source text: Warrants, Options, and Restricted Stock Units outstanding immediately prior to the Effective Time (other than Shares held by Purchaser and its affiliates) was approximately US$2.4 billion. There were no Options outstanding immediately prior to the Effective Time with an exercise price per Share greater than or equal to the Cash Consideration. The foregoing evidence_url: https://www.sec.gov/Archives/edgar/data/1805890/000119312524154275/0001193125-24-154275-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.