Apellis Pharmaceuticals, Inc. 8-K

What Happened

• Apellis Pharmaceuticals (APLS) filed an 8-K on March 31, 2026 disclosing that it entered into an Agreement and Plan of Merger with Biogen Inc. and Aspen Purchaser Sub, Inc. Under the deal Biogen’s subsidiary will commence a tender offer to buy all outstanding Apellis shares for $41.00 cash per share plus one non-transferable contingent value right (CVR) per share. Each CVR can pay up to $4.00 in cash if specified SYFOVRE® net sales milestones are met. The Offer will be open for 20 business days (subject to extension), and the merger is expected to be completed by combining the tender offer with a short-form merger under Delaware law (Section 251(h)), so no stockholder vote is required.

Key Details

• Offer price: $41.00 cash per share (net to seller) + one CVR per share; CVRs can pay up to $4.00 total based on sales milestones for SYFOVRE®.
• CVR milestones: $2.00 if Annual Net Sales ≥ $1.5B in any one of 2027–2030; $2.00 if Annual Net Sales ≥ $2.0B in any one of 2027–2031 (and $4.00 total per CVR if the $1.5B milestone isn’t met by 12/31/2030 but the $2.0B milestone is met in 2031).
• Closing conditions: Purchase requires valid tenders representing more than 50% of outstanding shares (minimum condition), accuracy of reps/warranties, customary covenants, and expiration/clearance of HSR and other regulatory waiting periods. The Offer is not subject to a financing condition.
• Corporate support and protections: Several directors/executive officers and Morningside (together ~14% of shares) signed a Tender and Support Agreement to tender their shares. The merger agreement includes a $205 million termination fee in certain circumstances and a September 30, 2026 date after which either party may terminate for failure to close.

Why It Matters

• For Apellis shareholders this is a near-term cash exit opportunity of $41.00 per share plus potential future contingent payments tied to SYFOVRE sales; the Board unanimously recommended that stockholders accept the Offer.
• The purchase requires a majority tender (>50%+1) and regulatory clearance, so the deal is not finalized until conditions are satisfied and the tender offer and related SEC filings (Schedule TO and 14D-9) are completed.
• Governance/compensation note: Apellis approved an excise tax gross-up plan (effective on closing) that could pay certain executives to offset Section 4999 excise taxes, subject to a $25 million aggregate cap — a detail investors may consider when evaluating transaction costs and executive incentives.
• Additional filings and the formal tender offer materials will be made available publicly; shareholders are urged to read the Offer to Purchase and the Company’s Schedule 14D-9 before deciding.