Short answer
Day One Biopharmaceuticals, Inc. (DAWN) filed an 8-K current report with the SEC on March 6, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 8.01 (Other Events). Servier Pharmaceuticals (Parent) to acquire all DAWN shares at $21.50/share cash via tender offer: no financing condition.
Day One Biopharmaceuticals, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Servier Pharmaceuticals (Parent) to acquire all DAWN shares at $21.50/share cash via tender offer: no financing condition
- Tender offer launches within 15 business days of March 6, 2026; expires 20 business days after commencement unless extended
- Deal closes without shareholder vote under DGCL Section 251(h) once majority of shares tendered; back-end merger converts remaining shares at same $21.50 price
- All unvested options and RSUs accelerate and cash out at close; options receive spread vs. $21.50 exercise price
- Termination fee of $87.7M payable by DAWN to Parent under specified break scenarios; outside date December 6, 2026, extendable 150 days for regulatory approval
Item 8.01 · Other Events
- DAWN entering merger agreement with unnamed "Parent": acquisition via tender offer structure announced March 6, 2026
- Tender offer (Schedule TO) not yet commenced; formal offer docs + DAWN's Schedule 14D-9 recommendation still pending SEC filing
- Stockholders should await tender offer materials before deciding whether to tender shares: no price or deal terms disclosed in this item
- Key closing risks: shareholder tender threshold, regulatory conditions, competing bids, and potential litigation
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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