---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-043821"
form_type: "8-K"
ticker: null
cik: "0001029142"
company_name: "DYNAVAX TECHNOLOGIES CORP"
filed_at: "2026-02-10T23:59:59+00:00"
generated_at: "2026-05-16T03:30:05.202781+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Sanofi completes acquisition of Dynavax for $15.50 per share; shares delisted

## Summary
- Tender offer accepted 84,680,752 shares (73.92% of outstanding); merger closed under Section 251(h) DGCL.
- Each outstanding share cancelled and converted to $15.50 cash; Dynavax now indirect wholly owned by Sanofi.
- Convertible notes (2.50% 2026 notes $40.2M, 2.00% 2030 notes $225M) amended to convert into cash based on $15.50.
- Board replaced: all prior directors resigned; new directors appointed (T. Grenier, C. Proctor) / officers include R. Spencer as CEO.
- Executives Spencer, Slebir, MacDonald get capped make-whole payments ($5.9M, $2.08M, $1.995M respectively) under letter agreements.

## SEC filing metadata
- accession: 0001193125-26-043821
- form_type: 8-K
- cik: 0001029142
- company_name: DYNAVAX TECHNOLOGIES CORP
- filed_at: 2026-02-10T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1029142/000119312526043821/0001193125-26-043821-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1029142/000119312526043821/d945003d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-043821
- JSON: https://secwatch.observer/filing/0001193125-26-043821.json
- Plain text: https://secwatch.observer/filing/0001193125-26-043821.txt

## Source-grounded claims
- claim_id: 283cd133dc086a6b2f4add9f97117d5a2be21009
  claim: DYNAVAX TECHNOLOGIES CORP: Amended and restated bylaws in their entirety.
  evidence_excerpt: the Company’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2
  evidence_url: https://www.sec.gov/Archives/edgar/data/1029142/000119312526043821/0001193125-26-043821-index.htm
- claim_id: 563b4841e08637408522796c97a24f56987f1ba5
  claim: DYNAVAX TECHNOLOGIES CORP: Amended and restated certificate of incorporation in its entirety.
  evidence_excerpt: the Company’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2
  evidence_url: https://www.sec.gov/Archives/edgar/data/1029142/000119312526043821/0001193125-26-043821-index.htm

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