Day One Biopharmaceuticals, Inc. 8-K

What Happened

• Day One Biopharmaceuticals, Inc. (DAWN) filed an 8-K reporting that the previously announced merger closed effective April 23, 2026. At the Effective Time, each outstanding common share (except certain specified exceptions) converted into the right to receive the agreed merger consideration, and shareholders ceased to have rights as stockholders other than the right to receive that consideration.
• Immediately prior to the Effective Time the company terminated its Employee Stock Purchase Plan (ESPP) and, at the Effective Time, all Company stock plans were terminated. The company also gave written notice on April 20, 2026 to Piper Sandler & Co. and JonesTrading Institutional Services LLC to terminate the Equity Distribution Agreement dated June 1, 2022.
• Control transferred to the purchaser: the directors and officers of Purchaser immediately prior to the Effective Time (David K. Lee and Danielle Button as directors; David K. Lee as President & Secretary and Danielle Button as Treasurer) became the directors and officers of the surviving company. The incumbent Day One directors (Jeremy Bender, Habib Dable, Scott Garland, William Grossman, Natalie Holles, John Josey, Garry Nicholson and Saira Ramasastry) and all prior officers ceased in their roles.

Key Details

• Merger consummated: April 23, 2026 (company notified Nasdaq on Apr 23 that the Merger had closed).
• Equity plan actions: Company ESPP terminated immediately prior to the Effective Time; all Company stock plans terminated at the Effective Time.
• Sales agreement: Notice to terminate Equity Distribution Agreement provided to Piper Sandler & JonesTrading on April 20, 2026 (agreement originally dated June 1, 2022).
• Nasdaq/delisting steps: Company requested trading halt effective 8:00 p.m. ET on Apr 22, 2026; requested Nasdaq file Form 25 to delist/deregister the shares and intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations.

Why It Matters

• For shareholders: Outstanding shares no longer carry shareholder rights after the Effective Time; holders are only entitled to receive the merger consideration (subject to withholding). Shareholders should expect to receive whatever cash or consideration was specified in the merger agreement rather than continued stock ownership.
• For liquidity and reporting: Trading of DAWN shares was halted and the company requested delisting and deregistration, and plans to terminate SEC reporting — meaning shares will no longer trade on Nasdaq and public financial filings will be suspended once regulatory steps are completed.
• For employees and equity holders: Company equity plans (including the ESPP) were terminated, which affects outstanding equity awards and employee participation in future company equity under the prior plans. Review any communications from the company or your broker about treatment of awards and payment timing.