8-K filed November 13, 2025, 6:59 PM ET CIK 0002040807

M&A confidence high sentiment neutral materiality 1.00

Pfizer completes acquisition of Metsera for $65.60/share plus CVRs

Metsera, Inc.

Total consideration: $65.60 cash per share plus one non-tradable CVR per share with up to $20.65 in milestone payments.
CVR milestones: $4.60 for Phase 3 start of combo product (by Dec 31, 2027); $9.65 for FDA approval of combo (by Dec 31, 2031); $6.40 for FDA approval of MET-097i (by Dec 31, 2029).
Stockholders approved Merger Agreement: 95,071,667 votes for, 20,655 against, 87,802 abstained.
Common stock delisted from Nasdaq; company will file Form 15 to deregister and suspend SEC reporting.
Board replaced: prior directors resigned; Deborah Baron and Alison O'Neill appointed; all officers ceased service.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 5.07 item 8.01 item 9.01

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accession: 0001193125-25-280387
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cik: 0002040807
company_name: Metsera, Inc.
filed_at: 2025-11-13T23:59:59+00:00
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Source-grounded claims

2fd814eb37e9e4a5a7883f1ded9cdacf736b20dd

Metsera, Inc.: Amended and restated the certificate of incorporation in its entirety effective as of the Effective Time.

the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

a4e2ade7c9649fc91e4830f6a51b9c6986fb328b

Metsera, Inc.: Amended and restated the bylaws in their entirety effective as of the Effective Time.

the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

7be721f5182780f57bd2ac600d0d0476334625cf

Metsera, Inc. underwent a change of control involving Pfizer Inc. for $65.60 in cash, without interest, plus one contractual contingent value right (CVR) per share (closed 2025-11-13).

who have validly exercised their statutory rights of appraisal under the Delaware General Corporation Law, as amended (the “DGCL”), was converted into the right to receive (A) $65.60 (the “Closing Amount”) in cash, without interest and subject to any required withholding of taxes, plus (B) one contractual contingent value right (a “CVR”) per share of Company

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

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Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

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the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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who have validly exercised their statutory rights of appraisal under the Delaware General Corporation Law, as amended (the “DGCL”), was converted into the right to receive (A) $65.60 (the “Closing Amount”) in cash, without interest and subject to any required withholding of taxes, plus (B) one contractual contingent value right (a “CVR”) per share of Company

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same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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who have validly exercised their statutory rights of appraisal under the Delaware General Corporation Law, as amended (the “DGCL”), was converted into the right to receive (A) $65.60 (the “Closing Amount”) in cash, without interest and subject to any required withholding of taxes, plus (B) one contractual contingent value right (a “CVR”) per share of Company

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ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

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same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

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the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

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the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

Filing page SEC filing

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