Day One Biopharma accepts $21.50/share takeover

Rhea-AI Filing Summary

Day One Biopharmaceuticals amended its Schedule 14D-9 to report that the cash Offer at $21.50 per share expired on April 22, 2026, with 88,180,910 Shares validly tendered, representing approximately 85.34% of issued and outstanding shares at the Expiration Time.

The Purchaser accepted for payment those tendered Shares and on April 23, 2026 the merger closed under Section 251(h) of the DGCL, making Day One a wholly owned subsidiary of Parent. Trading in the Shares ceased on Nasdaq prior to April 23, 2026, and the company and Parent intend to delist, deregister and suspend reporting by filing Form 25 and Form 15 as promptly as practicable.

Insights

M&A Counsel

Merger closed after a successful tender offer; standard post-close delisting steps planned.

The filing confirms the Offer met the Minimum Tender Condition with 88,180,910 Shares (85.34%) tendered and that Purchaser accepted and will pay for those Shares. The Merger closed under Section 251(h) of the DGCL, effecting a short-form merger without a second stockholder vote.

Post-close actions include delisting via Form 25 and a Form 15 filing to terminate registration and suspend reporting. Timing is described as "as promptly as practicable"; shareholders seeking appraisal remedies remain referenced in the conversion clause.

Corporate Finance

Transaction completed at a fixed cash price of $21.50 per share; large tender percentage creates near-complete ownership transfer.

The Offer Price is stated as $21.50 per Share and the tender result shows substantial transfer of equity (≈85.34%). At the Effective Time, remaining issued Shares were converted into the right to receive the Offer Price, subject to appraisal rights.

Delisting and suspension of reporting are planned; cash consideration will be paid to holders of validly tendered Shares.

Key Figures

Offer Price: $21.50 per Share Shares tendered: 88,180,910 Shares Tender percentage: 85.34% +3 more

6 metrics

Offer Price $21.50 per Share stated Offer Price in the Schedule 14D-9

Shares tendered 88,180,910 Shares validly tendered and not properly withdrawn as of Expiration Time

Tender percentage 85.34% approximate percentage of issued and outstanding Shares as of Expiration Time

Merger closing date April 23, 2026 Servier Parties completed acquisition pursuant to the Merger Agreement

Delisting action Form 25 requested Nasdaq Notification of Removal from Listing and/or Registration under Section 12(b)

Deregistration action Form 15 planned certification and notice of termination of registration under Section 12(g)

Key Terms

Schedule 14D-9, Minimum Tender Condition, Section 251(h) of the DGCL, Form 15

4 terms

Schedule 14D-9 regulatory

"Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Minimum Tender Condition financial

"the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition"

Section 251(h) of the DGCL regulatory

"the merger of Purchaser with and into the Company in accordance with Section 251(h) of the DGCL"

Form 15 regulatory

"intend to file a certification and notice of termination of registration on Form 15"

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 did Day One Biopharmaceuticals (DAWN) report in Amendment No. 3 to Schedule 14D-9?

Day One reported the Offer expired April 22, 2026, with 88,180,910 Shares tendered (about 85.34%). The Purchaser accepted those Shares and the Merger closed April 23, 2026 under Section 251(h) of the DGCL.

What was the cash purchase price per share in the Offer for DAWN?

The Offer Price was $21.50 per Share, payable in cash net to sellers, less applicable tax withholding. That price applied to Shares tendered and to Shares converted at the Effective Time.

Did the tender offer meet the minimum tender condition?

Yes. As of the Expiration Time, the depositary reported 88,180,910 Shares validly tendered and not properly withdrawn, which satisfied the filing's stated Minimum Tender Condition.

Has Day One been delisted or deregistered following the merger?

Trading in the Shares ceased on Nasdaq prior to April 23, 2026, and the company requested a Form 25 delisting. Parent and the company intend to file Form 15 to terminate registration and suspend reporting as promptly as practicable.

What happens to Shares not tendered into the Offer?

At the Effective Time, each issued and outstanding Share not tendered (other than Shares owned by the company/Servier Parties or holders who validly exercised appraisal rights) was converted into the right to receive the $21.50 Offer Price.

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

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Accepted by SEC EDGAR 04/23/2026 - 08:39 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 3)

Day One Biopharmaceuticals, Inc.

(Name of Subject Company)

Day One Biopharmaceuticals, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

23954D 109

(CUSIP Number of Class of Securities)

Jeremy Bender

Chief Executive Officer and President

Day One Biopharmaceuticals, Inc.

1800 Sierra Point Parkway, Suite 200

Brisbane, CA 94005

Telephone: (650) 484-0899

(Name, address and telephone number of person authorized to receive notice and communications

on behalf of the persons filing statement)

With copies to:

Effie Toshav, Esq. Douglas N. Cogen, Esq. David K. Michaels, Esq. Robert A. Freedman, Esq. Julia Forbess, Esq. Fenwick & West LLP One Front Street, 33rd Floor San Francisco, CA 94111 (415) 875-2300 Charles N. York II Chief Operating Officer and Chief Financial Officer Day One Biopharmaceuticals, Inc. 1800 Sierra Point Parkway, Suite 200 Brisbane, CA 94005 (650) 484-0899

☐ Check the box below if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (this “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 previously filed by Day One Biopharmaceuticals, Inc., a Delaware corporation (“Day One” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 26, 2026 (together with any amendments and supplements thereto, the “Schedule 14D-9”), relating to the cash tender offer (the “Offer”) by Servier Detroit Inc. (“Purchaser”), a Delaware corporation and a direct wholly owned subsidiary of Servier Pharmaceuticals LLC, a Delaware limited liability company (“Parent”), which is an indirect wholly owned subsidiary of Servier S.A.S., a French société par actions simplifiée (“Servier” and together with Purchaser and Parent, the “Servier Parties”), to purchase all of the issued and outstanding shares of Day One’s common stock, par value $0.0001 per share (“Shares”), at a purchase 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, dated as of March 26, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”), and pursuant to the Agreement and Plan of Merger, dated as of March 6, 2026 (as it may be amended from time to time, the “Merger Agreement,” and the transactions contemplated therein, the “Transactions”), by and among Day One, Parent, Purchaser, and Servier.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

Item 8. Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following section after the last paragraph:

Expiration of Offering Period; Completion of Merger

The Offer expired at one minute following 11:59 p.m., Eastern Time, on April 22, 2026 (the “Expiration Time”), and was not extended. According to Computershare Trust Company, N.A., the depositary for the Offer, as of the Expiration Time, 88,180,910 Shares, representing approximately 85.34% of the issued and outstanding Shares as of the Expiration Time, had been validly tendered and not properly withdrawn. As of the Expiration Time, the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition.

Purchaser has accepted for payment, and will promptly pay for, all Shares that were validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time.

On April 23, 2026, the Servier Parties completed the acquisition of the Company pursuant to the terms of the Merger Agreement, through the merger of Purchaser with and into the Company in accordance with Section 251(h) of the DGCL, with the Company continuing as the surviving corporation in the Merger and thereby becoming a wholly owned subsidiary of Parent. At the Effective Time of the Merger, each issued and outstanding Share not tendered into the Offer (other than any Shares owned by the Company or the Servier Parties or held by any stockholders of the Company who were entitled to and who properly exercised appraisal rights in accordance with the DGCL) was automatically converted into the right to receive the Offer Price.

The Shares ceased to trade on Nasdaq prior to the commencement of trading on April 23, 2026, and the Company has requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Parent and the Company intend to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares and take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule 14D-9 is true, complete and correct.

				Day One Biopharmaceuticals, Inc.
Date: April 23, 2026				By:		/s/ Charles N. York II, M.B.A.
						Name: Charles N. York II, M.B.A.
						Title: Chief Operating Officer and Chief Financial Officer