Avidity Biosciences Announces Expected Record Date for Spin-Off

Rhea-AI Summary

Avidity Biosciences (Nasdaq: RNA) announced a record date of February 12, 2026 (close of business ET) for the pro rata distribution of Atrium Therapeutics common stock in a Spin-Off tied to the proposed Novartis acquisition.

Holders will receive one share of SpinCo per ten Avidity shares. Completion of the Merger and Spin-Off remains subject to closing conditions and Avidity stockholder approval; the Record Date may change based on the closing date.

Positive

• Record date set for Feb 12, 2026 (provides timetable certainty)
• Distribution ratio of 1 SpinCo share per 10 Avidity shares
• Spin-Off preserves early-stage precision cardiology programs in a standalone SpinCo

Negative

• Spin-Off and Merger completion subject to closing conditions and stockholder approval
• Record Date may change if Merger closing date shifts

News Market Reaction – RNA

+0.26%

1 alert

+0.26% News Effect

On the day this news was published, RNA gained 0.26%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Spin-off ratio: 1 SpinCo share per 10 Avidity shares Record date: February 12, 2026 Merger consideration: $72.00 per share +5 more

8 metrics

Spin-off ratio 1 SpinCo share per 10 Avidity shares Distribution of Atrium Therapeutics common stock

Record date February 12, 2026 Designated record date for SpinCo share distribution

Merger consideration $72.00 per share Cash consideration from Novartis acquisition per DEFM14A

Current price $72.74 Price before record-date announcement

52-week high $72.76 Pre-news 52-week high level

52-week low $21.51 Pre-news 52-week low level

Short interest 5.83% of float Pre-news short positioning

Days to cover 4.61 days Based on reported short interest and volume

Market Reality Check

Price: $13.13 Vol: Volume 1,402,590 vs 20-da...

normal vol

$13.13 Last Close

Volume Volume 1,402,590 vs 20-day average 1,637,073 suggests no unusual trading ahead of this record-date update. normal

Technical Shares at $72.74 are near the $72.76 52-week high and trading above the 200-day MA at $49.01, consistent with a merger-arbitrage pricing environment.

Peers on Argus

RNA’s modest +0.23% 24h move contrasts with mixed peers: some up (e.g., CRSP, NU...

RNA’s modest +0.23% 24h move contrasts with mixed peers: some up (e.g., CRSP, NUVL), others down (e.g., MRUS, PTCT, TGTX), indicating the news is stock-specific rather than a sector-wide biotech rotation.

Historical Context

5 past events · Latest: Jan 15 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 15	Community launch	Neutral	+0.1%	Announcement of new Toll Brothers luxury home community in California.
Nov 19	Access program	Positive	+0.1%	U.S. Managed Access Program for del-zota in DMD44 with 2026 BLA plan.
Nov 10	Earnings & merger	Positive	+1.2%	Q3 results plus Novartis merger agreement and SpinCo separation details.
Oct 16	Investor conference	Neutral	-3.4%	Participation in Chardan genetic medicines investor conference panel.
Oct 13	Regulatory update	Positive	-1.6%	Positive pre-BLA FDA meeting for del-zota with Q1 2026 filing plan.

Pattern Detected

Recent Avidity news has mostly aligned with price moves, though one positive regulatory update saw a negative reaction, showing occasional divergence on good clinical/regulatory news.

Recent Company History

Over the past several months, Avidity has progressed both strategically and clinically. A Nov 2025 merger agreement with Novartis valued the company at about $12 billion and included plans for a cardiology-focused SpinCo, echoed by today’s spin-off record-date announcement. Clinical/regulatory milestones around del-zota and a U.S. Managed Access Program have been generally well received, while a conference appearance and a positive pre-BLA update saw short-term weakness. Overall, most prior news events have produced price moves consistent with their underlying tone.

Market Pulse Summary

This announcement clarifies mechanics of Avidity’s planned separation of its early-stage precision c...

Analysis

This announcement clarifies mechanics of Avidity’s planned separation of its early-stage precision cardiology programs into Atrium Therapeutics, including a 1-for-10 SpinCo share distribution and a February 12, 2026 record date. It ties directly to the previously disclosed Novartis acquisition at $72.00 per share. Investors may monitor progress toward the shareholder vote, satisfaction of closing conditions, and any further disclosures that refine the value and structure of the SpinCo distribution.

Key Terms

record date, pro rata distribution, spin-off, merger, +4 more

8 terms

record date financial

"designated the close of business, Eastern Time, on February 12, 2026 as the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

pro rata distribution financial

"for the pro rata distribution of all of the issued and outstanding shares"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

spin-off financial

"and the separation of Avidity's early-stage precision cardiology programs into SpinCo (the "Spin-Off")"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

merger financial

"in connection with the previously announced proposed acquisition of Avidity by Novartis AG (the "Merger")"

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

definitive proxy statement regulatory

"closing conditions noted in Avidity's definitive proxy statement filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

board of directors technical

"today announced that its board of directors has designated the close of business"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

common stock financial

"shares of common stock of Atrium Therapeutics, Inc. ("SpinCo") to holders of Avidity common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

closing conditions financial

"Completion of the Merger and of the Spin-Off remain subject to certain closing conditions"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

AI-generated analysis. Not financial advice.

SAN DIEGO, Feb. 2, 2026 /PRNewswire/ -- Avidity Biosciences, Inc. ("Avidity") (Nasdaq: RNA), a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates ("AOCs™") to profoundly improve people's lives, today announced that its board of directors has designated the close of business, Eastern Time, on February 12, 2026 as the record date (the "Record Date") for the pro rata distribution of all of the issued and outstanding shares of common stock of Atrium Therapeutics, Inc. ("SpinCo") to holders of Avidity common stock on the Record Date in connection with the previously announced proposed acquisition of Avidity by Novartis AG (the "Merger") and the separation of Avidity's early-stage precision cardiology programs into SpinCo (the "Spin-Off"). Each such holder will receive one share of SpinCo common stock for every ten shares of Avidity common stock held on the Record Date.

Completion of the Merger and of the Spin-Off remain subject to certain closing conditions noted in Avidity's definitive proxy statement filed with the Securities and Exchange Commission on January 30, 2026, including the receipt of Avidity stockholder approval. Accordingly, the Record Date may change based on the closing date of the Merger and the Spin-Off.

About Avidity  

Avidity Biosciences, Inc.'s mission is to profoundly improve people's lives by delivering a new class of RNA therapeutics - Antibody Oligonucleotide Conjugates (AOCs™). Avidity is revolutionizing the field of RNA with its proprietary AOCs, which are designed to combine the specificity of monoclonal antibodies with the precision of oligonucleotide therapies to address targets and diseases previously unreachable with existing RNA therapies. Utilizing its proprietary AOC platform, Avidity demonstrated the first-ever successful targeted delivery of RNA into muscle and is leading the field with clinical development programs for three rare muscle diseases: myotonic dystrophy type 1 (DM1), Duchenne muscular dystrophy (DMD) and facioscapulohumeral muscular dystrophy (FSHD). Avidity is also advancing two wholly owned precision cardiology development candidates addressing rare genetic cardiomyopathies. In addition, Avidity is broadening the reach of AOCs with its advancing and expanding pipeline including programs in cardiology and immunology through key partnerships. Avidity is headquartered in San Diego, CA. For more information about our AOC platform, clinical development pipeline and people, please visit www.aviditybiosciences.com and engage with us on LinkedIn and X.

Additional information and Where to Find It

In connection with the proposed transaction between Avidity and Novartis AG ("Novartis"), Avidity has filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement on January 30, 2026 (the "Proxy Statement"). Avidity may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document that may be filed by Avidity with the SEC. AVIDITY'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND AVIDITY WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and security holders are able to obtain a free copy of the Proxy Statement and such other documents containing important information about Novartis and Avidity through the website maintained by the SEC at www.sec.gov. Novartis and Avidity make available free of charge at the Novartis website at www.novartis.com/investors/financial-data/sec-filings and Avidity's website at investors.aviditybiosciences.com/sec-filings, respectively, copies of documents they file with, or furnish to, the SEC. The contents of the websites referenced above will not be deemed to be incorporated by reference into the Proxy Statement.

Participants in the Solicitation

Avidity and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Avidity stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Avidity directors and executive officers in the transaction, which may be different than those of Avidity stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as "potential," "can," "will," "plan," "may," "could," "would," "expect," "anticipate," "look forward," "believe," "committed," "investigational," "pipeline," "launch," or similar terms, or by express or implied discussions regarding the proposed Merger and the Spin-Off (collectively, the "Transactions"), the expected timetable for completing each of the proposed Transactions and the related interim steps, the composition of the assets and liabilities to be held by SpinCo and Avidity following the Spin-Off, the management team for SpinCo and its cash balance, potential marketing approvals, new indications or labeling for Avidity's product candidates, Avidity's platform and preclinical assets, or potential future revenues from Avidity's product candidates. You should not place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that Avidity's investigational products will be submitted or approved for sale or for any additional indications or labeling in any market, or at any particular time, or that Avidity's approach to the discovery and development of product candidates based on its AOC™ platform will produce any products of commercial value. There can be no guarantee that the conditions to the closing of the Transactions will be satisfied on the expected timetable or at all or that the expected benefits or synergies from the Transactions will be achieved in the expected timeframe, or at all. In particular, expectations regarding Avidity, SpinCo, or the Transactions could be affected by, among other things, the timing of the satisfaction of customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity's stockholders, on acceptable terms or at all; risks and costs related to the implementation of the separation of SpinCo, including the ability to complete the separation in the anticipated timeframe, or at all, and any changes to the configuration of the businesses included in the separation if implemented; the sale of certain of SpinCo's assets pursuant to a third party right of first negotiation; the risk that competing offers or acquisition proposals will be made; the effects of disruption from the Transactions and the impact of the announcement and pendency of the Transactions on Novartis' and/or Avidity's businesses, including their relationships with employees, business partners or governmental entities; the risk that the Transactions may be more expensive to complete than anticipated; the risk that stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; a diversion of management's attention from ongoing business operations and opportunities as a result of the Transactions or otherwise; the uncertainties inherent in research and development, including clinical trial results and additional analysis of existing clinical data; regulatory actions or delays or government regulation generally; and the risks and factors referred to in Novartis AG's most recent Annual Report on Form 20-F for the year ended December 31, 2024, Avidity's Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, and any subsequent filings made by either party with the SEC, available on the SEC's website at www.sec.gov, Avidity is providing the information in this communication as of this date and does not undertake any obligation to update any forward-looking statements contained in this communication as a result of new information, future events or otherwise, except to the extent required by law.

Media Contact:
Kristina Coppola
(619) 837-5016
media@aviditybio.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/avidity-biosciences-announces-expected-record-date-for-spin-off-302677009.html

SOURCE Avidity Biosciences, Inc.

FAQ

What is the Avidity (RNA) Record Date for the Atrium Therapeutics Spin-Off?

The Record Date is February 12, 2026 at close of business Eastern Time. According to the company, that date determines which Avidity shareholders will receive SpinCo shares if the Merger and Spin-Off close.

How many Atrium Therapeutics shares will Avidity (RNA) shareholders receive per Avidity share?

Shareholders will receive one Atrium share for every ten Avidity shares held on the Record Date. According to the company, the distribution is pro rata and tied to completion of the Merger and Spin-Off.

Is the Avidity (RNA) Spin-Off to Atrium Therapeutics final and guaranteed?

No, the Spin-Off is not final and remains subject to conditions and approvals. According to the company, completion depends on closing conditions in the definitive proxy and Avidity stockholder approval.

Will the Avidity (RNA) Record Date change before the Atrium Spin-Off?

Yes, the Record Date may change if the Merger closing date shifts. According to the company, the Record Date is tied to the closing schedule for the Merger and Spin-Off.

What business is being separated into Atrium Therapeutics in the Avidity (RNA) Spin-Off?

Avidity is separating its early-stage precision cardiology programs into Atrium Therapeutics (SpinCo). According to the company, these programs will be distributed to Avidity shareholders upon completion of the Spin-Off.