Verve Therapeutics, Inc.: M&A transaction — Eli Lilly completes acquisition of Verve Therapeutics for $10.50/share plus CVR

Verve Therapeutics, Inc.

Tender offer expired July 23, 2025, with 55.7% of shares validly tendered; all conditions satisfied.
Merger completed July 25, 2025; Verve became an indirect wholly-owned subsidiary of Eli Lilly.
Stockholders received $10.50 per share in cash plus one CVR with potential $3.00 milestone payment.
Verve common stock delisted from Nasdaq; registration to be terminated.
Board of directors replaced with Eli Lilly designees; prior directors resigned.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Verve Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Verve Therapeutics, Inc.: Amended and restated bylaws in their entirety.

Change: bylaw amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Verve Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $10.50 per share in cash plus one contingent value right (CVR) per share with potential additional payment of up to $3.00 per CVR (closed 2025-07-25).

Action: change of control
Counterparty: Eli Lilly and Company
Consideration: $10.50 per share in cash plus one contingent value right (CVR) per share with potential additional payment of up to $3.00 per CVR
Closing: 2025-07-25

Exact text from the filing

to purchase all of the issued and outstanding shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) in exchange for (i) $10.50 per Share, net to the stockholder in cash, without interest (the “Cash Consideration”) and less any applicable tax withholding, plus (ii) one non-tradable contingent value right

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Source: SEC EDGAR

accession 0001193125-25-165462

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