8-K
filed May 14, 2026, 8:45 AM ET
ticker APLS
CIK 0001492422
M&A
confidence high
sentiment neutral
materiality 1.00
Apellis Pharmaceuticals, Inc. (APLS): M&A transaction — Biogen completes $5.3B acquisition of Apellis; stockholders get $41 cash + CVR up to $4
Apellis Pharmaceuticals, Inc.
- Tender offer accepted 105.7M shares (~82.4%); merger effective May 14, 2026.
- Consideration per share: $41 cash plus CVR worth up to $4 based on SYFOVRE sales milestones.
- CVR milestones: $2 if SYFOVRE net sales ≥$1.5B by 2030; $2 if ≥$2B by 2031 (or $4 if second met first).
- Apellis common stock delisted from Nasdaq; intends to terminate SEC reporting obligations.
- Board resigned; Michael Dambach (Biogen designee) becomes sole director.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mikael Dolsten resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerald Chan resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cedric Francois resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
A. Sinclair Dunlop resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Dambach was appointed as Director at Apellis Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the director of Purchaser as of immediately prior to the Effective Time, Michael Dambach, became the director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephanie Monaghan O’Brien resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig Wheeler resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Fonteyne resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keli Walbert resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alec Machiels resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Mikael Dolsten, Paul Fonteyne, Stephanie Monaghan O’Brien, A. Sinclair Dunlop, Alec Machiels, Keli Walbert, Gerald Chan, Cedric Francois and Craig Wheeler each resigned from his or her respective position as a member of the Board of Directors of the Company and any committee thereof.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Apellis Pharmaceuticals, Inc.: Certificate of incorporation amended and restated in its entirety effective at the Effective Time pursuant to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Apellis Pharmaceuticals, Inc.: Bylaws amended and restated in their entirety effective at the Effective Time pursuant to the Merger Agreement.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, effective as of the Effective Time, the Company’s bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Apellis Pharmaceuticals, Inc. underwent a change of control involving Biogen Inc. for approximately $5.3 billion (closed 2026-05-14).
- Action
- change of control
- Counterparty
- Biogen Inc.
- Consideration
- approximately $5.3 billion
- Closing
- 2026-05-14
Exact text from the filing
in January 2026 and (B) the target performance levels for all other Company PSUs. The aggregate amount to be paid by Purchaser in the Offer and the Merger is approximately $5.3 billion, excluding related fees and expenses and, for the avoidance of doubt, any amounts that may become payable pursuant to the CVRs. Biogen and Purchaser will fund the acquisition of
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.