{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-222923","form_type":"8-K","ticker":"APLS","cik":"0001492422","company_name":"Apellis Pharmaceuticals, Inc.","filed_at":"2026-05-14T12:45:19+00:00","discovered_at":"2026-05-14T12:50:00.284142+00:00","generated_at":"2026-05-14T12:52:46.267286+00:00","sec_items":["1.01","1.02","2.01","5.01","3.01","3.03","5.03","5.02","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Biogen completes $5.3B acquisition of Apellis; stockholders get $41 cash + CVR up to $4","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-222923","json":"https://secwatch.observer/filing/0001193125-26-222923.json","markdown":"https://secwatch.observer/filing/0001193125-26-222923.md","text":"https://secwatch.observer/filing/0001193125-26-222923.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/d23709d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T12:52:46.267286+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"01c406ca5e","claim":"Mikael Dolsten resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"1a23bad72d","claim":"Gerald Chan resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"61f4b8e24a","claim":"Cedric Francois resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"6815b80154","claim":"A. Sinclair Dunlop resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"894184765c","claim":"Michael Dambach was appointed as Director at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"the director of Purchaser as of immediately prior to the Effective Time, Michael Dambach, became the director of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8cc00c1432","claim":"Stephanie Monaghan O’Brien resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"9815e00f44","claim":"Craig Wheeler resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"b3abad99f1","claim":"Paul Fonteyne resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"c1995f3779","claim":"Keli Walbert resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"f7b5c28562","claim":"Alec Machiels resigned as Member of the Board of Directors at Apellis Pharmaceuticals, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"684a57b8c88e715481e44cebc9057b551fbde3cc","claim":"Apellis Pharmaceuticals, Inc.: Certificate of incorporation amended and restated in its entirety effective at the Effective Time pursuant to the Merger Agreement.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"bf71ca38587fcff88e672cf742f13204ceeb0cae","claim":"Apellis Pharmaceuticals, Inc.: Bylaws amended and restated in their entirety effective at the Effective Time pursuant to the Merger Agreement.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"21fd643c792478c93a35bee9a43d83c1d761ee4c","claim":"Apellis Pharmaceuticals, Inc. underwent a change of control involving Biogen Inc. for approximately $5.3 billion (closed 2026-05-14).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Biogen Inc."},{"label":"Consideration","value":"approximately $5.3 billion"},{"label":"Closing","value":"2026-05-14"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}