Day One Biopharmaceuticals, Inc. 8-K

What Happened

• Day One Biopharmaceuticals (DAWN) filed an 8‑K on January 6, 2026 reporting the closing of the merger and that the Parent and a Rights Agent entered into a Contingent Value Rights (CVR) Agreement governing CVRs issued in the Offer and the Merger. The filing also notes the Parent issued a press release and made a corporate presentation available the same day.

Key Details

• Each CVR entitles the holder to contingent cash milestone payments, without interest and net of any tax withholding. If all milestones are achieved, total potential payment per CVR is $30.25.
• Milestones, payment amounts and outside dates include (selected highlights):
  • $1.00 per CVR if FDA grants Breakthrough Therapy designation for emiltatug ledadotin (XMT‑1660, “Emi‑Le”) by Dec 31, 2027.
  • $1.25 per CVR upon Parent’s receipt of an $8.0M Janssen development milestone by Dec 31, 2026.
  • $4.00 per CVR for first dosing in a Registrational Clinical Trial of Emi‑Le for ACC‑1 by Dec 31, 2027.
  • $9.00 per CVR upon FDA Regulatory Approval for Emi‑Le for ACC‑1 by Dec 31, 2030.
  • Sales‑based milestones: $2.00 (≥ $100M annual Net Sales by Dec 31, 2032), $4.00 (≥ $200M by Dec 31, 2035), $6.00 (≥ $300M by Dec 31, 2037).
  • Regional commercial milestones: $2.00 for first commercial sale in France/Germany/Italy/Spain/UK (or €/$10M EU+UK cumulative sales) by Dec 31, 2030; $1.00 for first commercial sale in Japan by Dec 31, 2030.
• CVRs are generally non‑transferable (subject to limited exceptions) and the Rights Agent will maintain the register of CVR holders. Parent must use specified commercially reasonable efforts to achieve milestones until each milestone is achieved or its outside date passes.

Why It Matters

• These CVRs give former Day One holders potential additional cash tied to Emi‑Le regulatory and commercial success; the maximum per‑CVR payout is $30.25 but payments are uncertain and subject to milestone achievement and timing.
• The milestones span regulatory designations, clinical trial progress, approval and sales thresholds up to 2037, so any payouts — and the timing of cash to holders — depend on long‑term outcomes. Investors should review the CVR terms, the Parent’s press release and presentation for more detail and remember there is no assurance any milestone payments will be made.