--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-087237" form_type: "8-K" ticker: null cik: "0001117480" company_name: "CHIMERIX INC" filed_at: "2025-04-21T23:59:59+00:00" generated_at: "2026-05-23T09:58:54.872976+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Jazz Pharmaceuticals completes $8.55/share acquisition of Chimerix; 90.45% of shares tendered ## Summary - Offer expired April 17, 2025; 84,845,016 shares validly tendered (~90.45% outstanding). - Purchaser merged into Chimerix on April 21, 2025; Chimerix becomes indirect wholly owned subsidiary of Jazz. - All pre-merger directors resigned; Alan Campion named sole director and CFO; Andrea Burke VP. - Company notified Nasdaq of delisting; intends to file Form 15 to terminate SEC reporting obligations. ## SEC filing metadata - accession: 0001193125-25-087237 - form_type: 8-K - cik: 0001117480 - company_name: CHIMERIX INC - filed_at: 2025-04-21T23:59:59+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/1117480/000119312525087237/0001193125-25-087237-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/d942664d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-087237 - JSON: https://secwatch.observer/filing/0001193125-25-087237.json - Plain text: https://secwatch.observer/filing/0001193125-25-087237.txt ## Key facts - Executive change Andrea Burke was appointed as Vice President at CHIMERIX INC. - Action: appointed - Role: Vice President source text: the officers of the Company are as follows: Alan Campion, Chief Financial Officer, and Andrea Burke, Vice President. evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Lisa L. Decker resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Pratik S. Multani resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Martha J. Demski resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Fred. A. Middleton resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Robert J. Meyer resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Mike Sherman resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Vicki Vakiener resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Alan Campion was appointed as Sole Director at CHIMERIX INC. - Action: became - Role: Sole Director source text: Alan Campion, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Marc D. Kozin resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Michael T. Andriole resigned as Director at CHIMERIX INC. - Action: resigned - Role: Director source text: each of Michael T. Andriole, Mike Sherman, Martha J. Demski, Fred. A. Middleton, Robert J. Meyer, Marc D. Kozin, Pratik S. Multani, Vicki Vakiener and Lisa L. Decker resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Executive change Alan Campion was appointed as Chief Financial Officer at CHIMERIX INC. - Action: appointed - Role: Chief Financial Officer source text: the officers of the Company are as follows: Alan Campion, Chief Financial Officer, and Andrea Burke, Vice President. evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - Governance Changes CHIMERIX INC: Amendments to articles of incorporation and bylaws pursuant to a merger; certificate and bylaws amended and restated in their entirety. - Change: bylaw amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm - M&A Transactions CHIMERIX INC underwent a change of control involving Jazz Pharmaceuticals Public Limited Company for $8.55 per share in cash (closed 2025-04-21). - Action: change of control - Counterparty: Jazz Pharmaceuticals Public Limited Company - Consideration: $8.55 per share in cash - Closing: 2025-04-21 source text: a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the common stock of the Company, par value $0.001 per share (the “Shares”), in exchange for $8.55 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding of taxes (the “Offer Consideration”). The Offer expired as evidence_url: https://www.sec.gov/Archives/edgar/data/1117480/000119312525087237/0001193125-25-087237-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.