{"url_path":"/sec/apls/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","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":781,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nCVR Agreement\n\nPursuant to the Merger Agreement and in connection with the irrevocable acceptance for payment by Purchaser of all outstanding Shares validly tendered and not validly withdrawn pursuant to the Offer, on May 14, 2026, Biogen, the Company and Equiniti entered into the CVR Agreement.\n\nEach CVR represents a non-transferable contractual contingent right to receive the following cash payments, without interest and subject to reduction for any applicable tax withholding (the “Milestone Payments”) if the following milestones (each, a “Milestone”) are achieved:\n\n \n\n \n•\n \n\n$2.00 per CVR, upon the achievement of Annual Net Sales (as defined in the CVR Agreement) of at least $1,500,000,000 attributable to SYFOVRE® and related products in the aggregate during the 2027, 2028, 2029 or 2030 calendar years (the “Net Sales Milestone 1”); and\n\n \n\n \n•\n \n\n$2.00 per CVR, upon the achievement of Annual Net Sales (as defined in the CVR Agreement) of at least $2,000,000,000 attributable to SYFOVRE® and related products in the aggregate during the 2027, 2028, 2029, 2030 or 2031 calendar years (the “Net Sales Milestone 2”), provided that if the Net Sales Milestone 1 is not met prior to December 31, 2030 but the Net Sales Milestone 2 is achieved during the 2031 calendar year, then the Net Sales Milestone 2 will be worth $4.00 per CVR.\n\nEach Milestone may only be achieved and paid once; if the Annual Net Sales threshold is met in multiple calendar years, only the first achievement triggers payment.\n\nThere can be no assurance that any Milestone will be achieved prior to the expiration or termination of the CVR Agreement, or that payment will be required of Biogen with respect to any Milestone.\n\nThe foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.\n\nFirst Supplemental Indenture\n\nThe consummation of the Merger constituted a Merger Event, a Fundamental Change and a Make-Whole Fundamental Change, each as defined in the Indenture, dated as of September 16, 2019 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), relating to the Company’s 3.500% Convertible Senior Notes due 2026 (the “Notes”). The effective date of each of the Merger Event, the Fundamental Change and the Make-Whole Fundamental Change was May 14, 2026 (the “Note Effective Date”), the date of the consummation of the Merger.\n\nAs a result of the Fundamental Change, each Note holder will have the right to require the Company to repurchase its Notes, pursuant to the terms and procedures set forth in the Indenture, for a cash repurchase price equal to the Fundamental Change Repurchase Price (as defined in the Indenture). In addition, as a result of the Fundamental Change, Make-Whole Fundamental Change and Merger Event, holders of the Notes will have a right to convert their Notes for Reference Property (as defined in the Indenture) commencing on the Note Effective Date, subject to the terms of the Indenture, as supplemented by the First Supplemental Indenture, as described below.\n\nAs a result of the Merger Event, pursuant to the Indenture, the Company, Biogen and the Trustee executed the Supplemental Indenture, dated as of May 14, 2026 (the “First Supplemental Indenture”), to, among other things, change each Note holder’s right to convert Notes for Shares on and after the Note Effective Date into a right to convert the Notes for Reference Property (as defined in the Indenture), which consists of $1,039.72 in cash and 25.3405 CVRs per $1,000 principal amount of Notes. After making the necessary conversion rate adjustments for the Make-Whole Fundamental Change, each holder of Notes who elects to convert such Notes during the Make-Whole Fundamental Change Period (as defined in the Indenture) will receive an amount equal to $1,080.77 in cash and 26.3411 CVRs per $1,000 principal amount of Notes.\n\nThe foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on September 16, 2019 and is incorporated herein by reference. The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.\n\nThe information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference."}