Avidity Biosciences, Inc. 8-K

What Happened Avidity Biosciences announced on Feb. 23, 2026 that it convened its scheduled special meeting of stockholders (Feb. 23, 2026 at 10:00 a.m. ET) and immediately adjourned the meeting to allow more time to satisfy conditions for the planned distribution of Atrium Therapeutics, Inc. (“SpinCo”). Avidity said it intends to reconvene the special meeting on Feb. 26, 2026 at 10:00 a.m. ET. The press release states the SpinCo distribution is expected to occur on Feb. 26, 2026 and the closing of Avidity’s previously announced proposed merger with Novartis AG is expected to occur on Feb. 27, 2026. The Distribution is a condition to closing the Merger, and both transactions remain subject to the closing conditions disclosed in Avidity’s Definitive Proxy Statement (filed Jan. 30, 2026), including stockholder approval.

Key Details

• Special meeting convened Feb. 23, 2026 at 10:00 a.m. ET, then adjourned; reconvening set for Feb. 26, 2026 at 10:00 a.m. ET.
• SpinCo (Atrium Therapeutics, Inc.) distribution expected Feb. 26, 2026.
• Proposed merger with Novartis AG expected to close Feb. 27, 2026; the Distribution is a condition to closing.
• The special meeting remains accessible via the same virtual meeting link (www.proxydocs.com/RNA); Definitive Proxy Statement filed Jan. 30, 2026 contains full transaction details.

Why It Matters This update affects the expected timing for the planned SpinCo separation and the Novartis merger—events that could change Avidity’s corporate structure and ownership. Both the Distribution and the Merger remain conditional (including stockholder and regulatory approvals), so the announced dates are targets, not guarantees. Retail investors should review the Definitive Proxy Statement and related SEC filings for the full terms, risks, and required approvals before making investment decisions.