Apellis Pharmaceuticals, Inc. 8-K

What Happened
Apellis Pharmaceuticals announced that the Offer and Merger with Biogen closed on May 14, 2026, resulting in a change in control — Apellis is now a wholly owned Biogen subsidiary. On May 14, 2026 Biogen, Apellis and Equiniti entered into a Contingent Value Rights (CVR) Agreement tied to SYFOVRE® net sales and the parties executed a First Supplemental Indenture affecting Apellis’ 3.500% Convertible Senior Notes due 2026 (the “Notes”). The Merger Event/Fundamental Change/Make-Whole Fundamental Change became effective on May 14, 2026.

Key Details

• CVR terms: each non-transferable CVR may pay $2.00 if Annual Net Sales attributable to SYFOVRE® and related products reach $1.5B in any one calendar year during 2027–2030 (Net Sales Milestone 1), and $2.00 if Annual Net Sales reach $2.0B in any one calendar year during 2027–2031 (Net Sales Milestone 2). If Milestone 1 is not met by 12/31/2030 but Milestone 2 is met in 2031, Milestone 2 pays $4.00. Each milestone pays only once; no interest.
• Note conversion/repurchase changes: after the First Supplemental Indenture, holders who convert receive per $1,000 principal $1,039.72 in cash plus 25.3405 CVRs (or, if converted during the Make-Whole Fundamental Change Period, $1,080.77 cash plus 26.3411 CVRs). Note holders also have repurchase rights under the Indenture at the Fundamental Change Repurchase Price.
• Corporate housekeeping: the company terminated its 2017 Employee Stock Purchase Plan and repaid and terminated its Financing Agreement (dated June 30, 2025). The company entered unwind agreements terminating all capped call transactions for an immaterial payment in favor of Apellis.
• Governance and listing: effective at the Effective Time, the prior Apellis directors resigned and Michael Dambach (a Purchaser director) became an Apellis director; Apellis requested Nasdaq suspend trading and to delist and deregister the shares and intends to file to terminate public reporting.

Why It Matters
This filing confirms the completed acquisition and outlines concrete economic effects for security holders: former Apellis stock will be delisted and reporting obligations are expected to end, convertible note holders face a choice to convert into a mix of cash and CVRs or seek repurchase, and CVR payments depend on future SYFOVRE® sales milestones that may never be met. Employees and shareholders should note termination of the ESPP and the Financing Agreement. These are material, non‑speculative changes investors should consider when evaluating remaining exposures (e.g., convertible notes or contingent CVR claims) after the transaction.