ICOSAVAX, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-02-20: Form 8-K; Period of report 2024-02-19; 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.
- 2023-12-12: Form 8-K; Period of report 2023-12-11; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2023-11-14: Form 8-K; Period of report 2023-11-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2023-08-14: Form 8-K; Period of report 2023-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-02-20 | 8-K | 2024-02-19 | 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, Icosavax, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with AstraZeneca Finance and Holdings Inc. (“Parent”) and Parent’s wholly-owned subsidiary, Isochrone Merger Sub Inc. (“Merger Sub”), on December 11, 2023. 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 February 19, 2024, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation. | tm246604d3_8k.htm |
| 2023-12-12 | 8-K | 2023-12-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On December 11, 2023, Icosavax, Inc., a Delaware corporation (the Company or Icosavax), entered into an Agreement and Plan of Merger (the Merger Agreement) with AstraZeneca Finance and Holdings Inc., a Delaware corporation (Parent), and Isochrone Merger Sub Inc., a Delaware corporation and a 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 $0.0001 per share (the Shares), of the Company, for (i) $15.00 in cash per Share, subject to applicable withholding taxes and without interest (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 $5.00 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 applicable withholding taxes and without interest, upon achievement of any of the milestones 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 December 11, 2023, the Company issued a press release announcing positive topline interim results for its Phase 2 clinical study for IVX-A12. | d654575d8k.htm |
| 2023-11-14 | 8-K | 2023-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2023, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023. | d915363d8k.htm |
| 2023-08-14 | 8-K | 2023-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2023, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023. | d545089d8k.htm |
| 2023-08-08 | 8-K | 2023-08-08 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 The slides attached as Exhibit 99.1 to this Current Report contain certain additional information related to the clinical data results discussed in Item 8.01 below. 8.01 On August 8, 2023, Icosavax, Inc. (the Company or Icosavax) provided a 12-month immunogenicity update from its Phase 1b extension trial of IVX-121 against Respiratory Syncytial Virus (RSV) in older adults. | d483164d8k.htm |
| 2023-06-09 | 8-K | 2023-06-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Icosavax, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) on June 6, 2023. | d483697d8k.htm |
| 2023-05-23 | 8-K | 2023-05-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 22, 2023, Icosavax, Inc. (the Company) entered into a Securities Purchase Agreement (the Purchase Agreement) with the purchasers named therein (collectively, the Purchasers). | d451263d8k.htm |
| 2023-05-22 | 8-K | 2023-05-22 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 The slides attached as Exhibit 99.1 to this Current Report contain certain additional information related to the clinical data results discussed in Item 8.01 below. 8.01 On May 22, 2023, the Company announced positive topline interim results from its Phase 1 clinical trial of IVX-A12 against respiratory syncytial virus (RSV) and human metapneumovirus (hMPV) in older adults. | d438524d8k.htm |
| 2023-05-10 | 8-K | 2023-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2023, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2023. | d325069d8k.htm |
| 2023-03-30 | 8-K | 2023-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2023, Icosavax, Inc. issued a press release announcing its financial results for the fourth quarter and full-year ended December 31, 2022. | d481904d8k.htm |
| 2022-12-13 | 8-K | 2022-12-13 | 8.01 Other Events | 8.01 On December 13, 2022, Icosavax, Inc. announced positive topline six-month immunogenicity data from its Phase 1/1b trial of IVX-121 against Respiratory Syncytial Virus (RSV). | d445924d8k.htm |
| 2022-11-14 | 8-K | 2022-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2022, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2022. | d382724d8k.htm |
| 2022-08-15 | 8-K | 2022-08-15 | 2.02 Results of Operations and Financial Condition | 2.02 On August 15, 2022, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2022. | d381906d8k.htm |
| 2022-06-28 | 8-K | 2022-06-28 | 8.01 Other Events | 8.01 On June 28, 2022, Icosavax, Inc. (the “Company”) announced positive topline interim data for the Company’s Phase 1/1b clinical trial for its virus-like particle vaccine candidate IVX-121 against Respiratory Syncytial Virus. | d326602d8k.htm |
| 2022-06-15 | 8-K | 2022-06-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Icosavax, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) on June 10, 2022. | d330700d8k.htm |
| 2022-05-16 | 8-K | 2022-05-16 | 2.02 Results of Operations and Financial Condition | 2.02 On May 16, 2022, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2022. | d312774d8k.htm |
| 2022-04-25 | 8-K | 2022-04-25 | 7.01 Regulation FD Disclosure | 7.01 On April 25th, Icosavax, Inc. (the “Company”) posted an updated corporate slide presentation to the Events and Presentations section of the Company’s investor website page, ir.icosavax.com. | d146794d8k.htm |
| 2022-03-30 | 8-K | 2022-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2022, Icosavax, Inc. issued a press release announcing its financial results for the fourth quarter and full-year ended December 31, 2021. | d343012d8k.htm |
| 2022-03-25 | 8-K | 2022-03-25 | 8.01 Other Events | 8.01 On March 25, 2021, Icosavax, Inc. (the “Company”) announced topline interim results from its ongoing Phase 1/2 clinical trial of IVX-411, a virus-like particle (“VLP”) vaccine candidate displaying the SARS-CoV-2 receptor-binding domain. | d322370d8k.htm |
| 2022-02-11 | 8-K | 2022-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 10, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Icosavax, Inc. (the “Company”) adopted an annual incentive plan (the “Plan”) under which the Company’s employees, including the Company’s executive officers listed below, are eligible to receive annual cash bonus payments. | d326717d8k.htm |
| 2022-01-07 | 8-K | 2022-01-07 | 2.02 Results of Operations and Financial Condition | 2.02 On January 7, 2022, Icosavax, Inc. issued a press release with a general company update which included its preliminary, unaudited cash balance as of December 31, 2021. | d269883d8k.htm |
| 2022-01-05 | 8-K | 2022-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 3, 2022, the board of directors of Icosavax, Inc. (the “Company”) appointed John W. Shiver, Ph.D. to the board as a Class III director, effective immediately, with an initial term expiring at the 2024 annual meeting of stockholders of the Company. | d270599d8k.htm |
| 2021-12-16 | 8-K | 2021-12-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference. | d271317d8k.htm |
| 2021-11-18 | 8-K | 2021-11-17 | 7.01 Regulation FD Disclosure | 7.01 On November 18th and 19th, 2021, representatives of Icosavax, Inc. (the “Company”) will be attending meetings with investors and analysts in connection with the Jeffries London Healthcare Conference. | d211665d8k.htm |
| 2021-11-15 | 8-K | 2021-11-15 | 2.02 Results of Operations and Financial Condition | 2.02 On November 15, 2021, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2021. | d606130d8k.htm |
| 2021-09-13 | 8-K | 2021-09-13 | 2.02 Results of Operations and Financial Condition | 2.02 On September 13, 2021, Icosavax, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2021. | d181157d8k.htm |
| 2021-08-05 | 8-K | 2021-08-04 | 8.01 Other Events | 8.01 On August 4, 2021, Tadataka (Tachi) Yamada, M.D., the Chair of our Board of Directors (“Board”), unexpectedly passed away. | d198296d8k.htm |
| 2021-08-02 | 8-K | 2021-08-02 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On August 2, 2021, Icosavax, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the “IPO”) of shares of its common stock. 8.01 On August 2, 2021, the Company completed its IPO of 13,953,332 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase 1,819,999 additional shares, at a public offering price of $15.00 per share. | d202084d8k.htm |