ACCELERON PHARMA INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-11-22: Form 8-K; Period of report 2021-11-19; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2021-11-04: Form 8-K; Period of report 2021-11-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2021-10-27: Form 8-K; Period of report 2021-10-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2021-09-30: Form 8-K; Period of report 2021-09-29; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-11-22 | 8-K | 2021-11-19 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 As previously disclosed, on September 29, 2021, Acceleron Pharma Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”), and Astros Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”). 3.01 On November 22, 2021, the Company notified the Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger, and requested that Nasdaq (1) suspend trading of the Shares before the opening of trading on November 22, 2021 and (2) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. 3.03 The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below is incorporated herein by reference. 5.01 The disclosure contained in Item 2.01 above and in Item 5.02 below is incorporated herein by reference. 5.02 Pursuant to the Merger Agreement, effective as of the Effective Time, each of Francois Nader, M.D., M.B.A., Habib Dable, Laura J. Hamill, Christopher Hite, Terrence C. Kearney, Kemal Malik, M.B., B.S., Thomas A. McCourt, Karen L. Smith, M.D., Ph.D. and Joseph S. Zakrzewski resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof. 5.03 Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety. | tm2133612d1_8k.htm |
| 2021-11-04 | 8-K | 2021-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2021, Acceleron Pharma Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2021. | xlrn-20211104.htm |
| 2021-10-27 | 8-K | 2021-10-27 | 2.02 Results of Operations and Financial Condition | 2.02 On October 27, 2021, Bristol Myers Squibb ("BMS") announced that net sales of REBLOZYL® (luspatercept-aamt) were approximately $160 million for the quarter ended September 30, 2021, which include approximately $20 million to $25 million of sales from an inventory build due to the transition to wholesaler distribution and approximately $13.5 million of net sales outside of the United States. | xlrn-20211027.htm |
| 2021-09-30 | 8-K | 2021-09-29 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 In connection with approving the Company’s entry into the Merger Agreement, but prior to the execution of the Merger Agreement, the Company’s Board of Directors also approved amendments to the employment agreements between the Company and the following executive officers of the Company: Mr. Habib J. Dable, the Company’s Chief Executive Officer, Mr. Kevin F. McLaughlin, the Company’s Chief Financial Officer, Dr. Jay T. Backstrom, the Company’s Executive Vice President, Research and Development, Mr. Sujay R. Kango, the Company’s Chief Commercial Officer, and Mr. Adam M. Veness, the Company’s General Counsel. 8.01 On September 30, 2021, the Company and Merck & Co., Inc. issued a joint press release announcing the execution of the Merger Agreement. | tm2128840d1_8k.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, Acceleron Pharma Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. | xlrn-20210805.htm |
| 2021-07-28 | 8-K | 2021-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2021, Bristol Myers Squibb ("BMS") announced that net sales of REBLOZYL® (luspatercept-aamt) were approximately $128 million for the quarter ended June 30, 2021. | xlrn-20210728.htm |
| 2021-06-22 | 8-K | 2021-06-22 | 7.01 Regulation FD Disclosure | 7.01 On June 22, 2021, Acceleron Pharma Inc. (the "Company") will host a previously announced conference call and webcast for the Company's virtual research and development day to review the Company’s numerous ongoing and planned trials in rare pulmonary diseases, and to highlight the Company’s vision and strategy for long-term growth. | xlrn-20210622.htm |
| 2021-06-21 | 8-K | 2021-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 16, 2021, Acceleron Pharma Inc. (the "Company") held its previously announced Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. | xlrn-20210616.htm |
| 2021-06-17 | 8-K | 2021-06-11 | 8.01 Other Events | 8.01 On June 11, 2021, Acceleron Pharma Inc. and Bristol-Myers Squibb Company issued a press release titled "Bristol Myers Squibb and Acceleron Present First Results from Phase 2 BEYOND Study of Reblozyl® (luspatercept-aamt) in Adults with Non-Transfusion Dependent (NTD) Beta Thalassemia." A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | xlrn-20210611.htm |
| 2021-05-19 | 8-K | 2021-05-19 | 8.01 Other Events | 8.01 On May 19, 2021, Acceleron Pharma Inc. (the "Company") issued a press release titled "Acceleron Presents Interim Results from the Open-label Extension of the PULSAR Phase 2 Trial of Sotatercept in Patients with Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society 2021 International Conference." A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | xlrn-20210519.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, Acceleron Pharma Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2021. | xlrn-20210506.htm |
| 2021-04-29 | 8-K | 2021-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2021, Bristol Myers Squibb ("BMS") announced that net sales of REBLOZYL® (luspatercept-aamt) were approximately $112 million for the quarter ended March 31, 2021. | xlrn-20210429.htm |
| 2021-04-05 | 8-K | 2021-04-05 | 8.01 Other Events | 8.01 On April 5, 2021, Acceleron Pharma Inc. issued a press release titled "Acceleron Announces Clinical Trial Updates, Preclinical Presentations on Sotatercept in Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society (ATS) 2021 International Conference." A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | xlrn-20210405.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2021, Acceleron Pharma Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020. | xlrn-20210225.htm |
| 2021-02-04 | 8-K | 2021-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2021, Bristol Myers Squibb ("BMS") announced that net sales of REBLOZYL® (luspatercept-aamt) were approximately $115 million for the quarter and approximately $274 million for the full year ended December 31, 2020. | xlrn-20210204.htm |
| 2021-01-11 | 8-K | 2021-01-11 | 7.01 Regulation FD Disclosure | 7.01 Acceleron Pharma Inc. (the "Company") intends to participate in investor meetings at the 39th Annual J.P. Morgan Healthcare Conference (the "Conference") during the week of January 11, 2021, and intends to present an overview of the Company along with its corporate priorities at the Conference on January 11, 2021. | xlrn-20210111.htm |