8-K
filed February 27, 2026, 6:59 PM ET
CIK 0001599901
M&A
confidence high
sentiment neutral
materiality 1.00
Avidity Biosciences, Inc.: M&A transaction — Avidity Biosciences completes Novartis merger for $72/share; SpinCo distributed 1:10
Avidity Biosciences, Inc.
- Merger closed Feb 27, 2026; each Avidity share converted into $72 cash, no interest.
- Prior to merger, Avidity spun off Atrium Therapeutics (SpinCo) at ratio of 1 SpinCo share per 10 Avidity shares.
- Avidity common stock to be delisted from Nasdaq; Form 25 filed, registration termination planned.
- All directors and executive officers removed; replaced by Novartis appointees (Jaime Huertas, Eduard Marti, John McKenna).
- Outstanding equity awards cashed out at $72 per share; New Hire RSUs converted into cash awards with service vesting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Avidity Biosciences, Inc.: Amended and restated the certificate of incorporation in its entirety to be in the form of Exhibit A to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Exhibit A to the Merger Agreement (the “ Amended and Restated Certificate of Incorporation ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Avidity Biosciences, Inc.: Amended and restated the bylaws in their entirety to conform to the bylaws of Merger Sub.
- Change
- bylaw amendment
Exact text from the filing
In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced by references to the name of the Surviving Corporation (the “ Amended and Restated Bylaws ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
Avidity Biosciences, Inc. underwent a change of control involving Novartis AG (Parent) and Ajax Acquisition Sub, Inc. (Merger Sub) for $72.00 per share in cash (closed 2026-02-27).
- Action
- change of control
- Counterparty
- Novartis AG (Parent) and Ajax Acquisition Sub, Inc. (Merger Sub)
- Consideration
- $72.00 per share in cash
- Closing
- 2026-02-27
Exact text from the filing
immediately prior to the Effective Time (other than the Excluded Shares) was cancelled and converted automatically into the right to receive an amount in cash equal to $72.00, without interest and subject to any applicable tax withholdings (the “ Merger Consideration ”). • At the Effective Time, each option to purchase shares of Company Common Stock
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
Avidity Biosciences, Inc. completed a disposition involving Atrium Therapeutics, Inc. (SpinCo, formerly Bryce Therapeutics, Inc.) (closed 2026-02-26).
- Action
- disposition
- Counterparty
- Atrium Therapeutics, Inc. (SpinCo, formerly Bryce Therapeutics, Inc.)
- Closing
- 2026-02-26
Exact text from the filing
On February 26, 2026, the Company completed the previously announced transactions pursuant to the Separation and Distribution Agreement
View on SEC.gov
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