Apellis (NASDAQ: APLS) director cashes out shares and options in Biogen tender offer
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals director Mikael Dolsten reported dispositions tied to the company’s acquisition by Biogen. He disposed of 14,312 shares of common stock and 24,135 stock options in connection with a tender offer and subsequent merger. Each common share was exchanged for $41.00 in cash plus one contingent value right (CVR), with potential additional cash payments of up to $4.00 per share if specified milestones are achieved. Vested options with exercise prices below $41.00 were cancelled and converted into cash equal to $41.00 minus the exercise price per option share, plus one CVR per underlying share. Following these transactions, Dolsten reported no remaining direct holdings or options in Apellis.
Positive
- None.
Negative
- None.
Insights
Director’s Apellis stake is cashed out through Biogen’s tender offer and merger terms.
The transactions show Mikael Dolsten, a director of Apellis Pharmaceuticals, exchanging his position into cash and contingent value rights as part of Biogen’s agreed acquisition structure. He disposed of 14,312 common shares and 24,135 stock options, ending with no reported holdings.
Each common share received $41.00 in cash plus one contingent value right, which may pay up to an additional $4.00 per share upon achieving specified milestones under a CVR agreement. Vested options with exercise prices below $41.00 were cancelled and converted into cash equal to the excess of $41.00 over the strike price, plus one CVR per underlying share.
These are mechanically driven merger-related dispositions rather than open‑market trades, so they carry little signaling value about Dolsten’s personal view of APLS. The ultimate economic outcome now depends on cash already received and any future CVR milestone payments described in the merger and CVR agreements.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Dolsten Mikael
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 24,135 | $0.00 | -- |
| U | Common Stock | 14,312 | $0.00 | -- |
| Disposition | Common Stock | 14,312 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc. (the "Issuer"), Biogen Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Aspen Purchaser Sub, Inc. ("Purchaser"), dated as of March 31, 2026, the shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged for: (i) $41.00 per share of Common Stock, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding (the "Cash Amount"), plus (ii) one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR"), (continued from footnote 1) which entitles the holder to receive potential payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement" and the Cash Amount plus one CVR, together, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of the filing and acceptance of the certificate of merger relating thereto on May 14, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent. In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, (continued from footnote 2) was automatically converted into the right to receive the Offer Price from Purchaser, without interest and subject to reduction for any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was subject solely to a time-based vesting schedule (including, for the avoidance of doubt, any Converted RSU Award for which the performance period of any applicable performance metric had already ended) was automatically cancelled and converted into the contingent right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such Converted RSU Award multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. (continued from footnote 4) Subject to the holder's continued service through the vesting dates applicable to the Converted RSU Award under its terms as in effect immediately prior to the Effective Time, all payments in respect of such Converted RSU Award pursuant to the Merger Agreement will vest and become payable at the same time as the underlying Converted RSU Award would have vested and become settled pursuant to its terms and shall otherwise remain subject to the same terms and conditions (including any "double-trigger" vesting provisions applicable to the Converted RSU Award immediately prior to the Effective Time, as extended as provided by the Merger Agreement) as were applicable to the underlying RSU immediately prior to the Effective Time and the terms of the CVR Agreement. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of Common Stock that was vested pursuant to its existing terms or that vested as a result of the transactions contemplated by the Merger Agreement (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00 (the Cash Amount) was automatically cancelled and converted into the right to receive (i) an amount of cash, without interest and less applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock underlying such option, multiplied by (y) the excess of the Cash Amount over the exercise price per share of such option and (ii) one CVR for each share of Common Stock underlying such option.
Key Figures
Common shares disposed: 14,312 shares
Options disposed: 24,135 options
Cash amount per share: $41.00 per share
+2 more
5 metrics
Common shares disposed
14,312 shares
Common Stock tendered/disposed on May 14, 2026
Options disposed
24,135 options
Stock options (right to buy) cancelled on May 14, 2026
Cash amount per share
$41.00 per share
Cash consideration for each Apellis common share
CVR potential payment
up to $4.00 per share
Maximum additional cash from contingent value right milestones
Option exercise price threshold
$41.00 per share
Options with exercise prices below $41.00 were cashed out
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, CVR Agreement, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Apellis Pharmaceuticals, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"the shares of common stock ... that were tendered to Purchaser prior to the expiration time of the tender offer were exchanged"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock (each, a "CVR")"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
CVR Agreement financial
"in accordance with the terms and conditions of a contingent value rights agreement (the "CVR Agreement""
A CVR agreement is a contract that gives holders the right to receive a future payment or other benefit if specific milestones or outcomes are met after a corporate deal, such as regulatory approval, sales targets, or trial results. For investors it matters because a CVR can add potential upside or create extra risk separate from the stock itself—like holding a coupon that only pays out if a promised event actually happens—so its terms and likelihood of payout affect valuation and investment decisions.
Cash-Out Option financial
"each outstanding and unexercised option ... that was vested ... (each, a "Cash-Out Option") and had an exercise price per share that was less than $41.00"
FAQ
What did Apellis (APLS) director Mikael Dolsten report in this Form 4?
He reported disposing of 14,312 shares of Apellis common stock and 24,135 stock options. These transactions occurred in connection with Biogen’s tender offer and subsequent merger, converting his equity into cash and contingent value rights.
How were Apellis (APLS) stock options treated in the merger with Biogen?
Vested Apellis options with exercise prices below $41.00 were cancelled and converted into cash and CVRs. Holders received cash equal to $41.00 minus the option’s exercise price per share, plus one CVR for each underlying share, subject to tax withholding.
What is the potential additional value of Apellis (APLS) contingent value rights (CVRs)?
Each CVR can pay up to an aggregate $4.00 in cash per share. These payments depend on achieving specified milestones detailed in the CVR agreement, and are payable without interest but subject to applicable tax withholding.