---
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"
generated_at: "2026-05-16T20:40:27.552688+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-280387
- form_type: 8-K
- cik: 0002040807
- company_name: Metsera, Inc.
- filed_at: 2025-11-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 5.07, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-280387
- JSON: https://secwatch.observer/filing/0001193125-25-280387.json
- Plain text: https://secwatch.observer/filing/0001193125-25-280387.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/2040807/000119312525280387/0001193125-25-280387-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.