Day One Bio bought by Servier for $2.5B cash

Day One Biopharmaceuticals, Inc. has been acquired by Servier in an all-cash deal.

Rhea-AI Filing Summary

Day One Biopharmaceuticals, Inc. has been acquired by Servier in an all-cash deal. A Servier subsidiary completed a tender offer to buy all outstanding Day One common shares at $21.50 per share, followed by a merger under Delaware law.

At the offer’s expiration on April 22, 2026, a total of 88,180,910 shares, or about 85.34% of shares then outstanding, were validly tendered, satisfying the minimum tender condition. Remaining shares were converted into the right to receive the same cash price, and Day One became a wholly owned subsidiary of Servier.

The transaction values Day One at approximately $2.5 billion in equity value, funded with Servier and Parent cash and similar instruments. Day One’s stock will be delisted from Nasdaq, SEC registration will be terminated, equity incentive plans and the ESPP have been cancelled, and former directors and officers have been replaced by Servier designees.

Insights

Biopharma M&A and capital markets analyst

Servier’s $2.5B cash buyout takes Day One private at $21.50 per share.

The disclosure shows Servier completing its acquisition of Day One Biopharmaceuticals via a cash tender offer at $21.50 per share, followed by a merger that gives Servier 100% ownership. About 85.34% of shares were tendered before the offer expired, satisfying the minimum tender condition.

The deal implies roughly $2.5 billion in equity value, funded with cash and cash-like instruments from Servier and Parent. All remaining public shares were converted into the same cash consideration, and equity awards were cashed out or cancelled based on whether their exercise price was below or above the merger consideration.

Operationally, Day One will be delisted from Nasdaq, deregister its shares via Form 25 and Form 15, and end its at-the-market equity program. Governance shifts fully to Servier appointees, with the acquiring entity’s directors and officers now running the surviving corporation.

8-K Event Classification

8 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

8 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Tender offer price: $21.50 per share Shares tendered: 88,180,910 shares Tendered ownership percentage: 85.34% of shares +3 more

6 metrics

Tender offer price $21.50 per share Cash consideration per Day One common share in offer and merger

Shares tendered 88,180,910 shares Validly tendered and not withdrawn as of April 22, 2026

Tendered ownership percentage 85.34% of shares Portion of outstanding shares tendered when offer expired

Equity value of deal $2.5 billion Approximate aggregate equity consideration paid by Parent

Offer expiration April 22, 2026 One minute past 11:59 p.m. Eastern Time

Merger completion date April 23, 2026 Date Purchaser accepted shares and completed merger

Key Terms

cash tender offer, Minimum Tender Condition, Merger Consideration, Section 251(h) of the General Corporation Law of the State of Delaware, +2 more

6 terms

cash tender offer financial

"Purchaser commenced a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

Minimum Tender Condition financial

"The number of Shares tendered satisfied the Minimum Tender Condition."

Merger Consideration financial

"was converted into the right to receive the Offer Price in cash ... (the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Section 251(h) of the General Corporation Law of the State of Delaware regulatory

"without a meeting of stockholders ... in accordance with Section 251(h) of the General Corporation Law of the State of Delaware"

Form 25 Notification of Removal from Listing and/or Registration regulatory

"requested that Nasdaq ... file with the SEC a Form 25 Notification of Removal from Listing and/or Registration"

Form 15 regulatory

"intend to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to Day One Biopharmaceuticals (DAWN) in this 8-K filing?

Day One Biopharmaceuticals was acquired by Servier through a cash tender offer and follow-on merger. All outstanding shares were converted into the right to receive $21.50 per share in cash, and Day One became a wholly owned Servier subsidiary and will be delisted.

What cash price per share is Servier paying for Day One (DAWN)?

Servier is paying a cash price of $21.50 per Day One common share. This amount is paid net to the seller, without interest and subject to applicable tax withholding, both in the tender offer and in the merger that closed immediately afterward.

How many Day One (DAWN) shares were tendered into the Servier offer?

A total of 88,180,910 Day One shares were validly tendered and not withdrawn by the offer’s expiration. This represented approximately 85.34% of the shares outstanding at that time, satisfying the minimum tender condition required to complete the transaction.

What is the total equity value of Servier’s acquisition of Day One (DAWN)?

The transaction reflects approximately $2.5 billion in equity value for Day One. This aggregate consideration is being funded by Servier and its acquisition vehicle using cash on hand and similar cash-like instruments, according to the disclosed terms of the deal.

Will Day One Biopharmaceuticals (DAWN) remain listed on Nasdaq after the merger?

No. Day One requested Nasdaq to halt trading and for a Form 25 to be filed to delist and deregister the shares. Parent and the surviving corporation also plan to file Form 15 to terminate registration and suspend Day One’s ongoing reporting obligations under the Exchange Act.

What happens to Day One (DAWN) stock options and RSUs in the Servier acquisition?

Unvested stock options and RSUs fully vested immediately before the effective time of the merger. In-the-money options and all RSUs were cancelled in exchange for cash based on the $21.50 merger consideration, while options with exercise prices at or above $21.50 were cancelled without payment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/23/2026 - 08:54 AM EDT Learn about SEC filing dates

--12-31 false 0001845337 0001845337 2026-04-22 2026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

DAY ONE BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40431		83-2415215
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1800 Sierra Point Parkway, Suite 200 Brisbane, California		94005
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 484-0899

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		DAWN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

As previously reported in the Current Report on Form 8-K filed on March 6, 2026, with the U.S. Securities and Exchange Commission (the “SEC”), on March 6, 2026, Servier Pharmaceuticals LLC, a Delaware limited liability company (“Parent”), Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Servier S.A.S., a French société par actions simplifiée, solely as a guarantor (“Guarantor” and together with Parent and Purchaser, the “Servier Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). All capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Merger Agreement.

Pursuant to the Merger Agreement, on March 26, 2026, Purchaser commenced a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”), at a price of $21.50 per share (the “Offer Price”), net to the seller in cash, without interest thereon, and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by the Servier Parties with the SEC on March 26, 2026, as subsequently amended (the “Offer to Purchase”), and the related Letter of Transmittal.

At one minute past 11:59 p.m., Eastern Time, on April 22, 2026 (the “Expiration Time”), the Offer expired and was not further extended. Computershare Trust Company, N.A., the depositary and paying agent for the Offer, advised Purchaser that, as of the Expiration Time, a total of 88,180,910 Shares were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 85.34% of the Shares issued and outstanding as of immediately following the consummation of the Offer. The number of Shares tendered satisfied the Minimum Tender Condition. As the Minimum Tender Condition and each of the other conditions of the Offer were satisfied, on April 23, 2026, Purchaser irrevocably accepted for payment all the Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time, and will pay for such Shares as required by the Merger Agreement.

Following the consummation of the Offer, on April 23, 2026, the Servier Parties completed the acquisition of the Company, pursuant to the terms and conditions of the Merger Agreement, through the merger of Purchaser with and into the Company, and without a meeting of stockholders of the Company in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”).

At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase by Purchaser in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their right to appraisal with respect to such shares under the DGCL) was converted into the right to receive the Offer Price in cash, without interest thereon (the “Merger Consideration”), less any applicable tax withholding.

Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase Shares granted under a Company Equity Incentive Plan or as a non-plan inducement award that was then-outstanding (collectively, the “Company Stock Options”) and unvested became fully vested. At the Effective Time, each Company Stock Option that was then outstanding was cancelled and the holder of such Company Stock Option became entitled to receive a cash payment without interest and less any applicable tax withholding, equal to the product obtained by multiplying (i) the total number of Shares underlying such Company Stock Option and (ii) the excess of the Merger Consideration over the per Share exercise price of such Company Stock Option, if such Company Stock Option had a per Share exercise price less than the Merger Consideration. Any Company Stock Option that had an exercise price per Share that was equal to or greater than the Merger Consideration was cancelled for no consideration at the Effective Time.

Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each restricted stock unit of the Company granted under a Company Equity Incentive Plan (collectively, the “Company RSUs”) that was then outstanding but unvested became immediately vested in full. At the Effective Time, each Company RSU that was

then outstanding (including, without limitation, any restricted stock unit that had been deferred pursuant to the Company’s Director Equity Deferral Plan) was cancelled and the holder thereof became entitled to receive a cash payment, without interest thereon and less any applicable tax withholding, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of Shares underlying such Company RSU.

The foregoing description of the Offer, the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2026, and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the closing of the transactions contemplated by the Merger Agreement, effective as of immediately prior to the Effective Time, the Company terminated the Company ESPP and, as of the Effective Time, each of the Company Stock Plans were terminated.

In connection with the closing of the transactions contemplated by the Merger Agreement, on April 20, 2026, the Company provided written notice to Piper Sandler & Co. and JonesTrading Institutional Services LLC as sales agents (together, the “Agents”), of its election to terminate the Equity Distribution Agreement, dated June 1, 2022, between the Company and the Agents (the “Sales Agreement”). The termination is effective as of the Expiration Time. The material terms of the Sales Agreement are summarized in the Company’s Registration Statement on Form S-3 filed with the SEC on September 14, 2023.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note of this Current Report on Form 8-K, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.

On April 22, 2026, the Company (i) confirmed to the Nasdaq Stock Market LLC (“Nasdaq”) that the Offer was scheduled to expire at one minute past 11:59 p.m., Eastern Time, on April 22, 2026, (ii) notified Nasdaq of the anticipated consummation of the Merger prior to market open on April 23, 2026 and (iii) requested that Nasdaq halt trading of the Shares effective as of 8:00 p.m., Eastern Time, on April 22, 2026. On April 23, 2026, the Company confirmed to Nasdaq that the Merger had been consummated and requested that Nasdaq maintain the halt on trading of the Shares and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent and the Surviving Corporation also intend to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As a result of the Merger, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (except as described in the Introductory Note of this Current Report on Form 8-K) was converted into the right to receive the Merger Consideration, without interest and less any applicable tax withholding. Accordingly, at the Effective Time, the holders of such Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and Parent, as the direct parent company of Purchaser, acquired 100% of the voting securities of the Company. The aggregate consideration paid by Parent in connection with the Offer and the Merger is approximately $2.5 billion in equity value and is being funded by Servier and Parent with cash on hand and similar cash-like instruments.

To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the directors of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time were David K. Lee and Danielle Button. As of the Effective Time, Jeremy Bender, Habib Dable, Scott Garland, William Grossman, Natalie Holles, John Josey, Garry Nicholson and Saira Ramasastry each ceased to be directors of the Company and members of any committee of the Company’s board of directors. These departures were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

Pursuant to the Merger Agreement, as of the Effective Time, the officers of Purchaser immediately prior to the Effective Time became the officers of the Surviving Corporation. The officers of Purchaser immediately prior to the Effective Time were David K. Lee as President and Secretary, and Danielle Button as Treasurer. Effective immediately following the Effective Time, all of the incumbent officers of the Company, as of immediately prior to the Effective Time, were removed as officers of the Company.

Biographical and other information regarding the new director and officers of the Surviving Corporation has been previously disclosed in Schedule I of the Offer to Purchase, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the Merger Agreement, as of the Effective Time, the bylaws of Purchaser, as in effect immediately prior to the Effective Time, became the bylaws of the Company (the “Amended and Restated Bylaws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated March 6, 2026, by and among the Company, Parent, Purchaser, and, solely for the purposes of Section 10.12, Guarantor (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 6, 2026).
3.1**		Amended and Restated Certificate of Incorporation of the Company, dated April 23, 2026.
3.2**		Amended and Restated Bylaws of the Company, dated April 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

** Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				DAY ONE BIOPHARMACEUTICALS, INC.
Date: April 23, 2026				By:		/s/ David Lee
				David Lee
				President and Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 6.8 KB
• EX-3.2 EX-3.2 27.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB