--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-003248" form_type: "8-K" ticker: null cik: "0001661460" company_name: "Poseida Therapeutics, Inc." filed_at: "2025-01-08T23:59:59+00:00" generated_at: "2026-05-28T06:49:36.267774+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Roche completes acquisition of Poseida Therapeutics for $9.00/share plus contingent value rights ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-003248 - form_type: 8-K - cik: 0001661460 - company_name: Poseida Therapeutics, Inc. - filed_at: 2025-01-08T23:59:59+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, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/d874651d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-003248 - JSON: https://secwatch.observer/filing/0001193125-25-003248.json - Plain text: https://secwatch.observer/filing/0001193125-25-003248.txt ## Key facts - Executive change John Schmid resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Mark Gergen resigned as other_named_officer at Poseida Therapeutics, Inc.. - Action: resigned source text: Mark Gergen resigned as an officer and separated from employment with the Company effective as of immediately following the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Rafael Amado resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Marcea Lloyd resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Luke Corning resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Roger Brown was appointed as Director at Poseida Therapeutics, Inc.. - Action: became - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Sean A. Johnston was appointed as Director at Poseida Therapeutics, Inc.. - Action: became - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Mark Gergen resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Cynthia Collins resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Kristin Yarema resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Executive change Charles Baum resigned as Director at Poseida Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - Governance Changes Poseida Therapeutics, Inc.: Certificate of incorporation and bylaws amended and restated in connection with a merger. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm - M&A Transactions 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 source text: (“ 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1661460/000119312525003248/0001193125-25-003248-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.