{"url_path":"/sec/nuvl/8-k/2026-07-15/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1861560/0001193125-26-304126-index.html","accession_number":"0001193125-26-304126","cik":"0001861560","ticker":"NUVL","issuer_name":"Nuvalent, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1861560/0001193125-26-304126-index.html","primary_entity_key":"0001861560","primary_entity_name":"Nuvalent, Inc."},"word_count":814,"has_tables":true,"body_markdown":"8-K\n\nfalse 0001861560 --12-31 0001861560 2026-07-15 2026-07-15\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): July 15, 2026\n\n \n\n \n\nNUVALENT, INC.\n\n(Exact Name of Registrant as Specified in Charter)\n\n \n\n \n\n \n\nDelaware\n \n001-40671\n \n81-5112298\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\nNuvalent, Inc.\n \n\n \n\nOne Broadway, 14th Floor\n\nCambridge, Massachusetts\n\n \n02142\n\n(Address of Principal Executive Offices)\n \n(Zip Code)\n\nRegistrant’s telephone number, including area code: (857) 357-7000\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:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\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\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\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\nClass A Common stock, $0.0001 par value per share\n \nNUVL\n \nThe Nasdaq 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 in the Current Report on Form 8-K filed on June 9, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) by Nuvalent, Inc., a Delaware corporation (the “Company”), on June 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with GlaxoSmithKline LLC, a Delaware limited liability company (“Parent”), Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”) and, solely for purposes of Section 9.14 thereof, GSK plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on June 24, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Shares”), and Class B Common Stock, par value $0.0001 per share (the “Class B Shares” and, together with the Class A Shares, the “Shares”), at a price of $124.00 per Share, net to the seller in cash, without interest (the “Offer Price”), but subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2026, and in the related Letter of Transmittal.\n\nThe Offer expired one minute after 11:59 p.m. Eastern Time, on July 14, 2026 (the “Expiration Time”) and was not extended. The depositary for the Offer advised that, as of the Expiration Time, a total of 72,518,967 Shares (comprising a total of 67,083,713 Class A Shares and 5,435,254 Class B Shares) were validly tendered and “received” (as defined in Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)) by the depository and not validly withdrawn pursuant to the Offer, representing approximately 91.3% of the issued and outstanding Shares as of the Expiration Time (comprising approximately 90.7% of the issued and outstanding Class A Shares and 100.0% of the issued and outstanding Class B Shares as of the Expiration Time, respectively). Accordingly, the Minimum Tender Condition (as defined in the Merger Agreement) has been satisfied. Each condition to the Offer having been satisfied or waived, on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. Parent and Purchaser are required to make prompt payment for such Shares in accordance with the terms of the Offer.\n\nOn July 15, 2026, following consummation of the Offer and the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser merged with and into the Company (the “Merger”), with the separate corporate existence of Purchaser ceasing and the Company continuing as the surviving corporation under the name “Nuvalent, Inc.” as a direct wholly owned subsidiary of Parent. The Merger was completed pursuant to Sections 251(c) and 251(h) of the DGCL without a vote of the Company’s stockholders."}