8-K
filed August 16, 2024, 7:59 PM ET
CIK 0001679363
M&A
confidence high
sentiment positive
materiality 1.00
Morphic Holding, Inc.: M&A transaction — Eli Lilly completes acquisition of Morphic Holding for $57.00 per share; shares delisted
Morphic Holding, Inc.
- Tender offer expired with 46,731,511 shares (92.8%) tendered, accepting all at $57.00 per share cash.
- Merger completed under DGCL 251(h); all remaining shares converted to $57.00 cash, same as offer price.
- All outstanding stock options and restricted stock units vested and cashed out at $57.00 per share, net of exercise price.
- Morphic's board resigned; replaced by Gordon Brooks, Michael Thompson, and Christopher Anderson from Lilly.
- Morphic shares suspended from Nasdaq; deregistration and termination of equity plans and Sales Agreement effective.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Praveen P. Tipirneni resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Edwards resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gustav Christensen resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Norbert Bischofberger resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Groff was appointed as Assistant Secretary at Morphic Holding, Inc..
- Action
- became
- Role
- Assistant Secretary
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Michael C. Thompson as President and Treasurer, Christopher Anderson as Secretary, Katie Lodato as Assistant Treasurer and Jonathan Groff as Assistant Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Thompson was appointed as President and Treasurer at Morphic Holding, Inc..
- Action
- became
- Role
- President and Treasurer
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Michael C. Thompson as President and Treasurer, Christopher Anderson as Secretary, Katie Lodato as Assistant Treasurer and Jonathan Groff as Assistant Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy A. Springer resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Thompson was appointed as Director at Morphic Holding, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Gordon J. Brooks, Michael C. Thompson and Christopher Anderson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Katie Lodato was appointed as Assistant Treasurer at Morphic Holding, Inc..
- Action
- became
- Role
- Assistant Treasurer
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Michael C. Thompson as President and Treasurer, Christopher Anderson as Secretary, Katie Lodato as Assistant Treasurer and Jonathan Groff as Assistant Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph P. Slattery resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gordon J. Brooks was appointed as Director at Morphic Holding, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Gordon J. Brooks, Michael C. Thompson and Christopher Anderson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Anderson was appointed as Director at Morphic Holding, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Gordon J. Brooks, Michael C. Thompson and Christopher Anderson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nisha Nanda resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amir Nashat resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Anderson was appointed as Secretary at Morphic Holding, Inc..
- Action
- became
- Role
- Secretary
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Michael C. Thompson as President and Treasurer, Christopher Anderson as Secretary, Katie Lodato as Assistant Treasurer and Jonathan Groff as Assistant Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susannah Gray resigned as Director at Morphic Holding, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Gustav Christensen, Timothy A. Springer, Ph.D., Norbert Bischofberger, Ph.D., Martin Edwards, Susannah Gray, Nisha Nanda, Ph.D, Amir Nashat, Sc.D., Joseph P. Slattery, and Praveen P. Tipirneni, M.D. resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Morphic Holding, Inc. underwent a change of control involving Eli Lilly and Company for $57.00 per Share in cash (closed 2024-08-16).
- Action
- change of control
- Counterparty
- Eli Lilly and Company
- Consideration
- $57.00 per Share in cash
- Closing
- 2024-08-16
Exact text from the filing
to purchase all of the issued and outstanding shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $57.00 per Share (the “Offer Price”), net to the stockholder in cash, without interest thereon and subject to any applicable tax withholding. The Offer and related withdrawal rights
View on SEC.gov
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