{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-165462","form_type":"8-K","ticker":null,"cik":"0001840574","company_name":"Verve Therapeutics, Inc.","filed_at":"2025-07-25T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.292623+00:00","generated_at":"2026-05-18T01:17:09.878115+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Eli Lilly completes acquisition of Verve Therapeutics for $10.50/share plus CVR","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-165462","json":"https://secwatch.observer/filing/0001193125-25-165462.json","markdown":"https://secwatch.observer/filing/0001193125-25-165462.md","text":"https://secwatch.observer/filing/0001193125-25-165462.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/d71385d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T01:17:09.878115+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"508207092e5aacec720bea8d443eaf041bb4ccf4","claim":"Verve Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"e1fb6d54ab7286c67c9f7e04a71ca7cfa3b454f7","claim":"Verve Therapeutics, Inc.: Amended and restated bylaws in their entirety.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"952514119d9edd0bb207f3b9d232b0a1d72e724a","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Eli Lilly and Company"},{"label":"Consideration","value":"$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"},{"label":"Closing","value":"2025-07-25"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}