8-K
filed January 8, 2025, 6:59 PM ET
CIK 0001661460
M&A
confidence high
sentiment neutral
materiality 1.00
Poseida Therapeutics, Inc.: M&A transaction — Roche completes acquisition of Poseida Therapeutics for $9.00/share plus contingent value rights
Poseida Therapeutics, Inc.
- Tender offer expired Jan 7, 2025; 66.11% of shares tendered, with an additional 8.01% via guaranteed delivery.
- Merger closed Jan 8, 2025; shareholders receive $9.00 per share cash plus CVRs up to $4.00 per share.
- Poseida becomes a wholly owned subsidiary of Roche Holdings; stock to be delisted from Nasdaq.
- Board and officers replaced by Roche appointees; Mark Gergen resigned as officer with severance.
- Loan agreement with Oxford Finance LLC terminated and fully repaid in connection with the merger.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Schmid resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Gergen resigned as other_named_officer at Poseida Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
Mark Gergen resigned as an officer and separated from employment with the Company effective as of immediately following the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rafael Amado resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marcea Lloyd resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luke Corning resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roger Brown was appointed as Director at Poseida Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
the directors of Merger Sub as of immediately prior to the Effective Time, Sean A. Johnston and Roger Brown, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sean A. Johnston was appointed as Director at Poseida Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
the directors of Merger Sub as of immediately prior to the Effective Time, Sean A. Johnston and Roger Brown, became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Gergen resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cynthia Collins resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristin Yarema resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Baum resigned as Director at Poseida Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rafael Amado, Charles Baum, Cynthia Collins, Luke Corning, Mark Gergen, Marcea Lloyd, John Schmid and Kristin Yarema voluntarily resigned as directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Poseida Therapeutics, Inc.: Certificate of incorporation and bylaws amended and restated in connection with a merger.
- Change
- bylaw amendment
Exact text from the filing
the Company's certificate of incorporation and bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Poseida Therapeutics, Inc. underwent a change of control involving Roche Holdings, Inc. and Blue Giant Acquisition Corp. for $9.00 per Share plus one contingent value right per Share (closed 2025-01-08).
- Action
- change of control
- Counterparty
- Roche Holdings, Inc. and Blue Giant Acquisition Corp.
- Consideration
- $9.00 per Share plus one contingent value right per Share
- Closing
- 2025-01-08
Exact text from the filing
(“ Parent ”) and Blue Giant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the Merger Agreement, on December 9, 2024, Merger Sub commenced a tender offer to acquire all of the issued and outstanding shares (the “ Shares ”) of common stock, par value $0.0001 per share (the “ Company Common
View on SEC.gov
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