Welcome to our dedicated page for 89Bio SEC filings (Ticker: ETNB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for 89bio, Inc. (ETNB) provides access to the company’s historical regulatory documents, including current reports on Form 8-K and other Exchange Act filings made while 89bio was a standalone public company listed on The Nasdaq Global Market. These filings document the evolution of 89bio as a clinical-stage biopharmaceutical company focused on liver and cardiometabolic diseases and the development of its lead FGF21 analog, pegozafermin, for metabolic dysfunction-associated steatohepatitis (MASH) and severe hypertriglyceridemia (SHTG).
Among the most significant filings are 8-K reports describing the Agreement and Plan of Merger with Roche Holdings, Inc., the structure and terms of the tender offer, and the contingent value rights (CVRs) linked to future milestones for pegozafermin. Subsequent 8-K disclosures detail the completion of the tender offer, the merger of Roche’s subsidiary into 89bio, and the resulting status of 89bio as a wholly owned subsidiary of Roche. These documents also outline the treatment of common shares, stock options, restricted stock units, performance stock units, and warrants at the effective time of the merger.
Another important aspect of ETNB’s filings record is the notice of delisting and deregistration. In connection with the closing of the merger, 89bio informed The Nasdaq Global Market that the transaction had been consummated and requested that Nasdaq halt trading and delist its common stock. The company indicated its intention to file a Form 25 to remove its listing and a Form 15 to terminate registration of its shares and suspend its periodic reporting obligations under the Securities Exchange Act of 1934.
On this page, users can review these historical SEC filings and, with the help of AI-powered summaries, quickly understand complex transaction terms, capital structure changes, and key milestones in 89bio’s development programs. Real-time connections to the EDGAR system ensure that the available archive reflects the company’s last reported regulatory documents under the ETNB ticker, including merger-related agreements, CVR details, and notices of delisting and deregistration.
89bio, Inc. entered into a merger agreement with Roche Holdings and a merger subsidiary under which Roche will commence a tender offer to acquire all outstanding shares for $14.50 in cash per share plus one non-tradeable CVR per share that can pay up to an aggregate $6.00 per share if specified clinical and regulatory milestones are met. The tender offer initially will remain open for 20 business days and may be extended in limited increments, and at the Effective Time each outstanding share (other than excluded shares) will convert into the right to receive the tender consideration.
The CVRs are non-transferable except for limited exceptions and tie payments to three milestone outside dates: Milestone 1 by March 31, 2030, Milestone 2 by December 31, 2033, and Milestone 3 by December 31, 2035. Supporting stockholders representing approximately 13.4% of shares agreed to tender and vote in favor. The agreement includes a $79.9 million termination fee (and a reciprocal reverse fee) in specified circumstances and is subject to HSR and other regulatory clearances.
Janus Henderson Group plc filed a Schedule 13G/A disclosing beneficial ownership of 20,788,363 shares of 89BIO, Inc., equal to 14.2% of the class. The filing reports shared voting power and shared dispositive power of 20,788,363 shares and indicates no sole voting or dispositive power for that reporting person.
Janus Henderson Biotech Innovation Master Fund Ltd separately reports beneficial ownership of 7,392,199 shares (5.1%) with shared voting and dispositive power. Item 4 notes JHIUS may be deemed the beneficial owner of 20,463,654 shares (13.3%). A power of attorney executed December 9, 2022 is attached, and the filing is signed by Kristin Mariani on 08/14/2025.
89bio reported heavy Phase 3 investment and a strong cash position while recording sizable operating losses. The company held $129.1 million in cash and $432.1 million in marketable securities, totaling $561.2 million as of June 30, 2025, which management says is sufficient to fund operations for at least one year.
Operating results show a $111.5 million net loss for the quarter and a $182.8 million net loss for the six months, driven by R&D of $103.9 million in the quarter, including a non-recurring $40.0 million payment to BiBo for construction of a commercial manufacturing facility. The company has an accumulated deficit of $1,007.3 million, outstanding term loan principal of $35.0 million, and contingent obligations including up to $65.0 million in Teva milestones and a remaining $13.5 million payment for the BiBo facility upon completion. The Israeli tax audit produced a formal assessment and the company recorded an $5.3 million unrecognized tax benefit, while noting potential additional exposure. Ongoing Phase 3 programs for MASH and SHTG continue enrollment with key topline timing disclosed in the MD&A.
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