--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-202123" form_type: "8-K" ticker: null cik: "0001679363" company_name: "Morphic Holding, Inc." filed_at: "2024-08-16T23:59:59+00:00" generated_at: "2026-05-31T08:51:25.685451+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Eli Lilly completes acquisition of Morphic Holding for $57.00 per share; shares delisted ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-202123 - form_type: 8-K - cik: 0001679363 - company_name: Morphic Holding, Inc. - filed_at: 2024-08-16T23:59:59+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/1679363/000119312524202123/0001193125-24-202123-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/d877674d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-202123 - JSON: https://secwatch.observer/filing/0001193125-24-202123.json - Plain text: https://secwatch.observer/filing/0001193125-24-202123.txt ## Key facts - Executive change Praveen P. Tipirneni resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Martin Edwards resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Gustav Christensen resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Norbert Bischofberger resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Jonathan Groff was appointed as Assistant Secretary at Morphic Holding, Inc.. - Action: became - Role: Assistant Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Michael C. Thompson was appointed as President and Treasurer at Morphic Holding, Inc.. - Action: became - Role: President and Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Timothy A. Springer resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Michael C. Thompson was appointed as Director at Morphic Holding, Inc.. - Action: became - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Katie Lodato was appointed as Assistant Treasurer at Morphic Holding, Inc.. - Action: became - Role: Assistant Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Joseph P. Slattery resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Gordon J. Brooks was appointed as Director at Morphic Holding, Inc.. - Action: became - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Christopher Anderson was appointed as Director at Morphic Holding, Inc.. - Action: became - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Nisha Nanda resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Amir Nashat resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Christopher Anderson was appointed as Secretary at Morphic Holding, Inc.. - Action: became - Role: Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - Executive change Susannah Gray resigned as Director at Morphic Holding, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679363/000119312524202123/0001193125-24-202123-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.