{"url_path":"/sec/apls/8-k/2026-05-14/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1492422/0001193125-26-222923-index.html","accession_number":"0001193125-26-222923","cik":"0001492422","ticker":"APLS","issuer_name":"Apellis Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1492422/0001193125-26-222923-index.html","primary_entity_key":"0001492422","primary_entity_name":"Apellis Pharmaceuticals, Inc."},"word_count":1816,"has_tables":true,"body_markdown":"8-K\n\nfalse 0001492422 --12-31 0001492422 2026-05-14 2026-05-14\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): May 14, 2026\n\n \n\n \n\nApellis Pharmaceuticals, Inc.\n\n(Exact Name of Registrant as Specified in its Charter)\n\n \n\n \n\n \n\nDelaware\n \n001-38276\n \n27-1537290\n\n(State or Other Jurisdiction\n\nof Incorporation)\n\n \n\n(Commission\n\nFile Number)\n\n \n\n(IRS Employer\n\nIdentification No.)\n\n \n\n100 Fifth Avenue\n\nWaltham, MA\n\n \n02451\n\n(Address of Principal Executive Offices)\n \n(Zip Code)\n\nRegistrant’s telephone number, including area code: (617) 977-5700\n\nNot applicable\n\n(Former Name or Former Address, if Changed Since Last Report)\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):\n\n \n\n \n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n \n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n \n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n \n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading\n\nSymbol(s)\n\n \n\nName of each exchange\n\non which registered\n\nCommon Stock, $0.0001 par value per share\n \nAPLS\n \nNasdaq Global Select Market\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\nIntroductory Note\n\nAs previously disclosed, on March 31, 2026, Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Biogen Inc., a Delaware corporation (“Biogen”), and Aspen Purchaser Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Biogen (“Purchaser”).\n\nPursuant to the Merger Agreement, on April 14, 2026, Purchaser commenced a tender offer (the “Offer”) to acquire any and all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) in exchange for (i) $41.00 per Share, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding (the “Cash Amount”), plus (ii) one contractual, non-transferable contingent value right per Share (each, a “CVR”), representing the right to receive potential payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of that certain Contingent Value Rights Agreement, dated as of May 14, 2026 (the “CVR Agreement”), by and among Biogen, the Company and Equiniti Trust Company LLC (“Equiniti,” and the Cash Amount plus one CVR, collectively, the “Offer Price”).\n\nThe Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., Eastern Time, on May 13, 2026 (such date and time, the “Expiration Time”), and was not extended. Equiniti, the depositary for the Offer, advised Purchaser that, immediately prior to the Expiration Time, a total of 105,687,831 Shares were validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 82.4% of the Shares outstanding immediately prior to the Expiration Time. The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as such term is defined by Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware (the “DGCL”)), together with any Shares beneficially owned by Biogen or any of its subsidiaries, satisfied the Minimum Condition (as defined in the Merger Agreement). All other conditions to the consummation of the Offer having been satisfied or waived, on May 14, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered (and not validly withdrawn) pursuant to the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement.\n\nFollowing the completion of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied or waived, and on May 14, 2026, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL, with the Company continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and as a wholly owned subsidiary of Biogen (the “Merger”, and the date and time at which the Merger became effective, the “Effective Time”). Pursuant to the Merger Agreement, at the Effective Time, each Share (other than Shares that were (i) held in the treasury of the Company, (ii) irrevocably accepted for purchase in the Offer by Purchaser and “received” (as such term is defined by Section 251(h)(6)(f) of the DGCL) by Purchaser, (iii) held by Biogen, Purchaser or any other wholly owned subsidiary of Biogen as of both the commencement of the Offer and immediately prior to the Effective Time and (iv) held by stockholders who were entitled to, and properly demanded, appraisal for such Shares in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive the Offer Price without interest, subject to reduction for any applicable withholding taxes (the “Merger Consideration”).\n\nPursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, any outstanding and unexercised warrant to purchase Shares (each, a “Company Warrant”) was deemed to be exercised in full in a “cashless exercise” pursuant to its terms, and any Shares issued upon such deemed cashless exercise were automatically converted into the right to receive the Merger Consideration, without interest and subject to applicable withholding taxes. As of immediately prior to the Effective Time, no Company Warrants were outstanding.\n\nAt the Effective Time, subject to all required withholding taxes and with each CVR payable in accordance with the CVR Agreement, each outstanding equity award of the Company was treated as follows: (i) each option to purchase Shares (each, a “Company Option”) that had vested as of immediately prior to the Expiration Time (including any Company Option that vested as a result of the transactions) with an exercise price less than the Cash Amount was automatically cancelled and converted into the right to receive from the Surviving Corporation a cash payment equal to the product of the total number of Shares underlying such vested Company Option multiplied by the excess of the Cash Amount over the exercise price per Share of such vested\n\nCompany Option, plus one CVR per Share underlying such vested Company Option; (ii) each vested Company Option with an exercise price equal to or greater than the Cash Amount but less than the Aggregate Amount (as defined in the Merger Agreement) was cancelled and converted into the right to receive one CVR per Share underlying such vested Company Option (with any Milestone Payment (as defined below) reduced by the excess, if any, of the applicable exercise price per Share over the Cash Amount, as set forth in the CVR Agreement); (iii) each Company Option with an exercise price equal to or greater than the Aggregate Amount was cancelled for no consideration; (iv) each unvested Company Option was cancelled and converted into a contingent right to receive the same consideration as a comparably priced vested Company Option (including the right to receive one CVR per Share underlying such unvested Company Option, subject to the terms of the CVR Agreement), payable in cash subject to the holder’s continued service through the applicable vesting dates and otherwise subject to the same terms and conditions (including any double-trigger vesting provisions, as extended under the terms of the Merger Agreement) as the original award; (v) each award of restricted stock units with respect to Shares (each, a “Company RSU”), including awards subject to both a time-based and performance-based vesting schedule (each, a “Company PSU”), that had vested as of immediately prior to the Expiration Time was automatically cancelled and converted into the right to receive a cash payment equal to the product of the total number of Shares underlying such vested Company RSU or vested Company PSU multiplied by the Cash Amount, plus one CVR per Share underlying such vested Company RSU or vested Company PSU; and (vi) each unvested Company RSU and unvested Company PSU was cancelled and converted into the contingent right to receive the same consideration as a vested award of the same type (including the right to receive one CVR per Share underlying such unvested Company RSU and unvested Company PSU, subject to the terms of the CVR Agreement), subject to the holder’s continued service through the applicable vesting dates (in the case of Company PSUs, through the end of the applicable performance period) and otherwise subject to the same terms and conditions (including any double-trigger vesting provisions, as extended under the terms of the Merger Agreement, but, in the case of Company PSUs, no longer subject to performance-based vesting conditions) as the original award. The number of Shares underlying each Company PSU was determined based on (A) actual performance as determined by the Compensation Committee of the Board of Directors of the Company as of the latest practicable date prior to the Effective Time with respect to total stockholder return-based Company PSUs granted in January 2026 and (B) the target performance levels for all other Company PSUs.\n\nThe aggregate amount to be paid by Purchaser in the Offer and the Merger is approximately $5.3 billion, excluding related fees and expenses and, for the avoidance of doubt, any amounts that may become payable pursuant to the CVRs. Biogen and Purchaser will fund the acquisition of the Shares in the Offer and the Merger through a combination of cash and borrowings. Biogen estimates it would need approximately $582 million to pay the maximum aggregate amount that the holders of CVRs (including holders of certain Company Options, Company RSUs, Company PSUs and Company Warrants who received CVRs pursuant to the Merger Agreement) would be entitled to if all of the Milestones are achieved.\n\nThe foregoing description of the Merger Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on March 31, 2026 and is incorporated herein by reference."}