AI Day1 LLC fully exits Day One Biopharmaceuticals (NASDAQ: DAWN) in Servier cash tender
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Day One Biopharmaceuticals, Inc. insider entity AI Day1 LLC, a 10% owner, disposed of its entire position in connection with the company’s cash sale to Servier Detroit Inc. AI Day1 tendered 12,929,322 shares of Common Stock at $21.50 per share, all of which were accepted on April 23, 2026.
On the same date, each of AI Day1’s 827,586 pre-funded warrants to purchase Common Stock was converted into the right to receive $21.4999 in cash per warrant, leaving no remaining share or warrant holdings. The filing notes that these securities were held directly by AI Day1 and may be deemed beneficially owned by related Access Industries entities and Len Blavatnik, who each disclaim beneficial ownership beyond their pecuniary interest.
Positive
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Negative
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Insights
AI Day1 fully exits Day One via tender and warrant cash-out.
The filing shows AI Day1 LLC, a 10% owner, tendered 12,929,322 Day One Biopharmaceuticals common shares into Servier Detroit Inc.’s cash tender offer at $21.50 per share, and simultaneously cashed out 827,586 pre-funded warrants for $21.4999 each.
Following these transactions, reported holdings in both common stock and the related warrants drop to zero, indicating a complete exit rather than partial profit-taking. The activity is tied to a company-level merger closing rather than discretionary open-market trading, so it mainly confirms deal completion mechanics rather than signaling a standalone insider view on valuation.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
AI Day1 LLC, Access Industries Holdings LLC, ACCESS INDUSTRIES MANAGEMENT, LLC, Blavatnik Len
Role
null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Pre-Funded Warrant (right to buy) | 827,586 | $21.4999 | $17.79M |
| U | Common Stock | 12,929,322 | $21.50 | $277.98M |
Holdings After Transaction:
Pre-Funded Warrant (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- On April 9, 2026, AI Day1 tendered all of its shares of Common Stock pursuant to the tender offer by Servier Detroit Inc. ("Purchaser") to purchase all of the issued and outstanding shares of Common Stock for $21.50 per share in cash, upon the terms and subject to the conditions described in the Offer to Purchase and related Letter of Transmittal filed with the SEC on Schedule TO on March 26, 2026. Such shares were accepted by the Purchaser on April 23, 2026. On April 23, 2026, in connection with the consummation of the merger, each pre-funded warrant held by AI Day1 to purchase Common Stock was converted into the right to receive $21.4999 per warrant in cash. The securities reported are held directly by AI Day1 LLC ("AI Day1") and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, and (iii) AIH owns all of the voting units of AI Day1. Each of AIH, AIM and Mr. Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. Each pre-funded warrant is exercisable at any time after the date of issuance and the pre-funded warrants do not expire. The pre-funded warrants are not exercisable to the extent that the aggregate number of shares of Common Stock beneficially owned by AI Day1 LLC, including together with its direct or indirect affiliates, any person acting or who could be deemed to be acting as a group together with the holder, and any other persons whose beneficial ownership of the Common Stock would or could be aggregated with the holder's for the purposes of Section 13(d) or Section 16 of the Exchange Act of 1934, as amended, immediately following such exercise would exceed 9.99%; provided, however, that AI Day1 LLC may increase or decrease the beneficial ownership limitation by giving 61 days' notice to the Issuer, but not to exceed any percentage in excess of 19.99%.
Key Figures
Common shares tendered: 12,929,322 shares
Tender offer price: $21.50 per share
Pre-funded warrants disposed: 827,586 warrants
+3 more
6 metrics
Common shares tendered
12,929,322 shares
Tendered by AI Day1 LLC into Servier offer at $21.50
Tender offer price
$21.50 per share
Cash price for each Common Stock share in tender offer
Pre-funded warrants disposed
827,586 warrants
Pre-funded warrants converted to cash rights on April 23, 2026
Warrant cash-out amount
$21.4999 per warrant
Cash received per pre-funded warrant upon merger consummation
Warrant exercise price
$0.0001 per share
Exercise price of each pre-funded warrant before cash-out
Beneficial ownership limit
9.99%, adjustable up to 19.99%
Pre-funded warrants not exercisable above this beneficial ownership threshold
Key Terms
tender offer, pre-funded warrant, beneficial ownership limitation, Section 13(d), +1 more
5 terms
tender offer financial
"tendered all of its shares of Common Stock pursuant to the tender offer by Servier Detroit Inc."
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.
pre-funded warrant financial
"each pre-funded warrant held by AI Day1 to purchase Common Stock was converted into the right to receive $21.4999"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
beneficial ownership limitation regulatory
"The pre-funded warrants are not exercisable to the extent that the aggregate number of shares of Common Stock beneficially owned ... would exceed 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 13(d) regulatory
"could be aggregated with the holder's for the purposes of Section 13(d) or Section 16 of the Exchange Act of 1934"
Section 16 regulatory
"could be aggregated with the holder's for the purposes of Section 13(d) or Section 16 of the Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transaction did AI Day1 LLC report in Day One Biopharmaceuticals (DAWN)?
AI Day1 LLC reported disposing of its entire stake in Day One Biopharmaceuticals. It tendered 12,929,322 Common Stock shares and cashed out 827,586 pre-funded warrants as part of Servier Detroit Inc.’s cash tender offer and subsequent merger consummation.
How were Day One Biopharmaceuticals pre-funded warrants treated in this transaction?
Each pre-funded warrant held by AI Day1 was converted into the right to receive $21.4999 in cash. These warrants, originally exercisable at $0.0001 per share with no expiration, were effectively cashed out in connection with the consummation of the merger on April 23, 2026.
What was the beneficial ownership limitation on the DAWN pre-funded warrants?
The pre-funded warrants were not exercisable if exercise would push AI Day1’s aggregate beneficial ownership above 9.99% of Common Stock. AI Day1 could change this limit with 61 days’ notice, but not above 19.99%, aligning with Section 13(d) and Section 16 aggregation rules.