Apellis (NASDAQ: APLS) CTO reports equity conversion in Biogen cash and CVR buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Apellis Pharmaceuticals’ chief technical officer Nur Nicholson reported multiple equity award changes tied to the company’s acquisition by Biogen. Common shares tendered in the offer were exchanged for $41.00 in cash per share plus one contingent value right (CVR) that may pay up to an additional $4.00 per share upon specified milestones. Restricted stock units (RSUs) were cancelled and replaced with rights to receive cash based on the offer price and one CVR per underlying share, continuing to vest over time but without performance conditions. Stock options were cancelled and, depending on their exercise price, converted into cash plus CVRs, CVRs only, or, for options with exercise prices at or above $45.00, cancelled without consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
19 transactions reported
Mixed
19 txns
Insider
Nicholson Nur
Role
Chief Technical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 82,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 115,281 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,974 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 45,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 35,472 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 28,367 | $0.00 | -- |
| U | Common Stock | 116,338 | $0.00 | -- |
| Grant/Award | Common Stock | 22,610 | $0.00 | -- |
| Disposition | Common Stock | 22,610 | $0.00 | -- |
| Grant/Award | Common Stock | 45,220 | $0.00 | -- |
| Disposition | Common Stock | 45,220 | $0.00 | -- |
| Grant/Award | Common Stock | 24,284 | $0.00 | -- |
| Disposition | Common Stock | 24,284 | $0.00 | -- |
| Grant/Award | Common Stock | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 5,645 | $0.00 | -- |
| Disposition | Common Stock | 9,754 | $0.00 | -- |
| Disposition | Common Stock | 27,320 | $0.00 | -- |
| Disposition | Common Stock | 45,220 | $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 outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award") that was subject to both a time-based and a performance-based vesting schedule (other than RSUs granted in January 2026 and for which performance-based vesting schedule was based on total shareholder return), 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, as determined based on the target level of performance, 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, provided that such payments will no longer be subject to performance-based vesting. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Converted RSU Award that was granted in January 2026 subject to both a time-based and a performance-based vesting schedule, with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR"), 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, as determined based on the actual performance determined by the compensation committee of the Issuer's board of directors as of May 8, 2026 (which is the latest practicable date prior to the Effective Time), (continued from footnote 6) multiplied by (y) the Cash Amount and (ii) one CVR for each share of Common Stock underlying such Converted RSU Award. On May 11, 2026, the compensation committee certified that the Relative TSR as of May 8, 2026 was at the 93.3rd percentile, which resulted in a payout percentage of 200% of target for each such Converted RSU Award, as reported in the table above. 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 7. 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, (continued from footnote 7) 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, provided that such payments will no longer be subject to performance-based vesting. 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 9) 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. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Cash-Out Option that had an exercise price per share that was equal to or greater than the Cash Amount, and less than the sum of (i) $41.00 (the Cash Amount) plus (ii) $4.00 (i.e., the maximum amount payable pursuant to a CVR assuming that the milestones are achieved) (such sum of $45.00, the "Aggregate Amount"), was automatically cancelled and converted into the right to receive one CVR for each share of Common Stock underlying such Cash-Out Option (with any payable milestone payment amounts being reduced by the excess, if any, of the applicable exercise price per share over the Cash Amount). Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each vested or unvested option with an exercise price per share that was equal to or greater than $45.00 (the Aggregate Amount) was cancelled without consideration and will have no further force or effect.
Key Figures
Cash Amount per share: $41.00 per share
Maximum CVR payment: $4.00 per share
Aggregate Amount threshold: $45.00 per share
+4 more
7 metrics
Cash Amount per share
$41.00 per share
Cash consideration for each Apellis common share in tender offer
Maximum CVR payment
$4.00 per share
Aggregate potential additional cash under contingent value right
Aggregate Amount threshold
$45.00 per share
Sum of $41.00 cash plus $4.00 maximum CVR payments
Relative TSR percentile
93.3rd percentile
Performance for January 2026 RSUs vs Nasdaq Biotechnology Index TSR
Performance RSU payout
200% of target
Payout percentage for certain Converted RSU Awards based on Relative TSR
Option cash-out condition
Exercise price < $41.00
Options below Cash Amount cancelled for cash plus one CVR per share
Out-of-the-money cancellation
Exercise price ≥ $45.00
Options at or above Aggregate Amount cancelled without consideration
Key Terms
contingent value right, Converted RSU Award, Relative TSR, Cash-Out Option, +1 more
5 terms
contingent value right financial
"one contractual, non-transferable contingent value right per share of Common Stock"
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.
Converted RSU Award financial
"each outstanding RSU that was not a Cash-Out RSU Award (each, a "Converted RSU Award")"
Relative TSR financial
"with the performance-based vesting schedule based on performance with respect to total shareholder return ("TSR") relative to the TSR of the group of companies in the Nasdaq Biotechnology Index ("Relative TSR")"
Cash-Out Option financial
"each outstanding and unexercised option to purchase shares of Common Stock that was vested ... (each, a "Cash-Out Option")"
Aggregate Amount financial
"such sum of $45.00, the "Aggregate Amount""
FAQ
How were Apellis (APLS) restricted stock units (RSUs) treated in the merger?
Outstanding Apellis RSUs were cancelled and converted into rights to receive cash based on the offer price plus one CVR per underlying share. These replacement rights generally vest on the original RSU schedule and are no longer subject to performance-based vesting conditions.
How were Apellis (APLS) stock options with exercise prices below $41.00 treated?
Each vested or newly vested option with an exercise price below $41.00 was cancelled and converted into cash equal to the spread between $41.00 and the exercise price, multiplied by underlying shares, plus one CVR for each underlying share, subject to tax withholding.
What was the treatment of Apellis (APLS) options with higher exercise prices?
Options with exercise prices between $41.00 and $45.00 were cancelled and converted into one CVR per underlying share, with potential CVR payments reduced by any excess of exercise price over $41.00. Options at or above $45.00 were cancelled without consideration.
How did the Apellis (APLS) merger affect Nur Nicholson’s equity awards?
Nur Nicholson’s common stock, RSUs, and stock options were disposed of or converted under the merger terms. Existing awards were cancelled and replaced with rights to cash and CVRs, or, for deeply out-of-the-money options, cancelled with no payment, consistent with the merger agreement.