---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-079570"
form_type: "8-K"
ticker: null
cik: "0001599901"
company_name: "Avidity Biosciences, Inc."
filed_at: "2026-02-27T23:59:59+00:00"
generated_at: "2026-05-15T23:03:45.478816+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Avidity Biosciences completes Novartis merger for $72/share; SpinCo distributed 1:10

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-26-079570
- form_type: 8-K
- cik: 0001599901
- company_name: Avidity Biosciences, Inc.
- filed_at: 2026-02-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1599901/000119312526079570/0001193125-26-079570-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1599901/000119312526079570/d90931d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-079570
- JSON: https://secwatch.observer/filing/0001193125-26-079570.json
- Plain text: https://secwatch.observer/filing/0001193125-26-079570.txt

## Source-grounded claims
- claim_id: 6610950a96df6d6449386d61ee10690f21bf3cdb
  claim: 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.
  evidence_excerpt: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599901/000119312526079570/0001193125-26-079570-index.htm
- claim_id: 793e0a5deaaa83bfae5f205cc8d196b4ab880846
  claim: Avidity Biosciences, Inc.: Amended and restated the bylaws in their entirety to conform to the bylaws of Merger Sub.
  evidence_excerpt: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599901/000119312526079570/0001193125-26-079570-index.htm
- claim_id: 80a5d3df97f9f064375d7da44aa18520ce05c367
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599901/000119312526079570/0001193125-26-079570-index.htm
- claim_id: da12735c735d2d515cab2e223b4f19084223bf22
  claim: Avidity Biosciences, Inc. completed a disposition involving Atrium Therapeutics, Inc. (SpinCo, formerly Bryce Therapeutics, Inc.) (closed 2026-02-26).
  evidence_excerpt: On February 26, 2026, the Company completed the previously announced transactions pursuant to the Separation and Distribution Agreement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599901/000119312526079570/0001193125-26-079570-index.htm

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