{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-280387","form_type":"8-K","ticker":null,"cik":"0002040807","company_name":"Metsera, Inc.","filed_at":"2025-11-13T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.439321+00:00","generated_at":"2026-05-16T20:40:27.552688+00:00","sec_items":["2.01","3.01","3.03","5.01","5.03","5.02","5.07","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Pfizer completes acquisition of Metsera for $65.60/share plus CVRs","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-280387","json":"https://secwatch.observer/filing/0001193125-25-280387.json","markdown":"https://secwatch.observer/filing/0001193125-25-280387.md","text":"https://secwatch.observer/filing/0001193125-25-280387.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/d161976d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T20:40:27.552688+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":"2fd814eb37e9e4a5a7883f1ded9cdacf736b20dd","claim":"Metsera, Inc.: Amended and restated the certificate of incorporation in its entirety effective as of the Effective Time.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","confidence":0.9},{"claim_id":"a4e2ade7c9649fc91e4830f6a51b9c6986fb328b","claim":"Metsera, Inc.: Amended and restated the bylaws in their entirety effective as of the Effective Time.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","confidence":0.9},{"claim_id":"7be721f5182780f57bd2ac600d0d0476334625cf","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001140361-26-019333","ticker":"PKST","company_name":"Peakstone Realty Trust","filed_at":"2026-05-06T23:59:59+00:00","headline":"Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share","event_type":"m_and_a","sec_items":["2.01","3.01","3.02","5.03","3.03","5.01","5.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-019333","json":"https://secwatch.observer/filing/0001140361-26-019333.json","markdown":"https://secwatch.observer/filing/0001140361-26-019333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/ef20070245_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm"}},{"accession":"0001193125-26-205305","ticker":"TERN","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Terns Pharmaceuticals acquired by Merck for $53/share; shares to be delisted","event_type":"m_and_a","sec_items":["2.01","3.01","5.01","5.03","3.03","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-205305","json":"https://secwatch.observer/filing/0001193125-26-205305.json","markdown":"https://secwatch.observer/filing/0001193125-26-205305.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/d70112d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}