bluebird bio, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-06-02: Form 8-K; Period of report 2025-06-02; Description 1.01 Entry into a Material Definitive Agreement; 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 1.01.
- 2025-05-14: Form 8-K; Period of report 2025-05-13; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2025-03-28: Form 8-K; Period of report 2025-03-28; Description 8.01 Other Events; Details 8.01.
- 2025-02-21: Form 8-K; Period of report 2025-02-21; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-06-02 | 8-K | 2025-06-02 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 As previously disclosed, on February 21, 2025, bluebird bio, Inc. (the “Company”) entered into the Consent and Sixth Amendment (the “Sixth Amendment”) to its Loan and Security Agreement, dated as of March 15, 2024 (as amended or modified prior to the effectiveness of the Sixth Amendment, the “LSA”), by and among the Company, the several banks and other financial institutions or entities party thereto, as lenders (collectively, the “Lenders”), and Hercules Capital, Inc., as administrative agent and collateral agent (the “Agent”). 2.01 As previously disclosed, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), with Beacon Parent Holdings, L.P. (“Parent”) and an indirect wholly owned subsidiary of Parent, Beacon Merger Sub, Inc. (“Merger Sub”), on February 21, 2025, which was subsequently amended on May 13, 2025 pursuant to the Amendment No. 1 to Agreement and Plan Merger (the “Merger Agreement Amendment”). 3.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 Pursuant to the terms of the Merger Agreement, on June 2, 2025, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation. | d39702d8k.htm |
| 2025-05-14 | 8-K | 2025-05-13 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On May 14, 2025, the Company and Parent issued a joint press release announcing the execution of the First Merger Agreement Amendment and the Revised Offer. | d943903d8k.htm |
| 2025-03-28 | 8-K | 2025-03-28 | 8.01 Other Events | 8.01 On March 28, 2025, bluebird bio, Inc. (“bluebird” or the “Company”) issued a press release announcing that bluebird received an unsolicited non-binding written proposal from Ayrmid Ltd to acquire bluebird in exchange for (1) an upfront cash payment of $4.50 per share and (2) a one-time CVR of $6.84 per share payable upon achievement of a net sales milestone. | d910168d8k.htm |
| 2025-02-21 | 8-K | 2025-02-21 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On February 21, 2025, bluebird bio, Inc., a Delaware corporation (the “Company” or “bluebird bio”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Parent Holdings, L.P., a Delaware limited partnership (“Parent”), and Beacon Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will conduct a cash tender offer (the “Offer”) to acquire any and all of the outstanding shares of the common stock, par value $0.01 per share (the “Shares”), of the Company, for (i) $3.00 in cash per Share, subject to any applicable withholding taxes and without interest thereon (the “Closing Amount”), plus (ii) one contingent value right (each, a “CVR”) per Share, representing the right to receive a non-tradeable contingent payment of up to $6.84 in cash (the Closing Amount and one CVR, collectively, or any greater amount per Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), subject to any applicable withholding taxes and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, the CVR Agreement (as defined below). 8.01 On February 21, 2025, the Company issued a press release regarding the execution of the Merger Agreement. | d885218d8k.htm |
| 2025-02-20 | 8-K | 2025-02-13 | 1.02 Termination of a Material Definitive Agreement | 1.02 On February 13, 2025, bluebird bio, Inc. (the “Company”), Aventis Inc. (“Aventis”), Meta Platforms, Inc. (“Meta”) and ARE-MA Region No. 102 Owner, LLC, mutually agreed to the termination of the Company’s sublease from Aventis and the Company’s sub-sublease to Meta of space located at 50 Binney Street in Cambridge, Massachusetts, effective immediately. | blue-20250213.htm |