Generation Bio (GBIO) director logs merger cash-out and CVR terms
Rhea-AI Filing Summary
Generation Bio Co. has been acquired by XOMA Royalty Corporation, and a director is reporting related share and option changes. Under the merger agreement, each share of Generation Bio common stock tendered before the offer deadline was exchanged for $4.2913 in cash per share plus one non-tradeable contingent value right (CVR), with an estimated maximum contingent cash consideration of $25.01 per CVR.
After the tender offer, XOMA’s subsidiary merged into Generation Bio on February 9, 2026, making Generation Bio a wholly owned subsidiary. Entities affiliated with director Jason P. Rhodes, including Atlas Venture funds, had their indirect holdings in Generation Bio common stock converted into the cash-and-CVR consideration, with Rhodes disclaiming beneficial ownership except for any pecuniary interest. In addition, his outstanding stock options were either cashed out if in-the-money or cancelled for no consideration if the exercise price was at or above the cash amount.
Positive
- None.
Negative
- None.
Insights
Generation Bio’s merger closes, with cash plus CVR consideration and director options settled or cancelled.
The content describes completion of Generation Bio’s merger with XOMA Royalty Corporation. Public stockholders receive $4.2913 in cash per share plus one non‑tradeable CVR, which may pay up to $25.01 in additional cash per CVR under a contingent value rights agreement.
At the February 9, 2026 effective time, Generation Bio became a wholly owned subsidiary of XOMA. Entities such as Atlas Venture Fund X and related funds held the reported common shares, with director Jason P. Rhodes disclaiming beneficial ownership beyond any pecuniary interest, which places economic exposure primarily at the fund level.
Equity awards were also settled: in‑the‑money stock options were fully vested and converted into cash equal to the spread over the cash amount, while options with exercise prices at or above $4.2913 per share were cancelled for no consideration. This effectively eliminates stand‑alone equity incentives tied to Generation Bio following its acquisition.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 5,200 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,920 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 6,000 | $0.00 | -- |
| U | Common Stock | 711,193 | $0.00 | -- |
| U | Common Stock | 116,693 | $0.00 | -- |
| U | Common Stock | 60 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Generation Bio. Co. (the "Issuer"), XOMA Royalty Corporation ("Parent") and Parent's wholly-owned subsidiary, XRA 7 Corp. ("Merger Sub"), dated as of December 15, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Merger Sub prior to the expiration time of the offer were exchanged for (i) a purchase price of $4.2913 per Share to the stockholders in cash, without interest and less any applicable tax withholding (the "Cash Amount"), plus (ii) one non-tradeable contingent value right per Share (the "CVR"), (continued from footnote 1) which represents the right to receive certain contingent payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent, with an estimated maximum contingent consideration amount of $25.01 per CVR (the Cash Amount plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, effective as of February 9, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. The shares are held directly by Atlas Venture Fund X, L.P. ("Atlas Venture Fund X"). The general partner of Atlas Venture Fund X is Atlas Venture Associates X, L.P. ("AVA X LP"). Atlas Venture Associates X, LLC ("AVA X LLC") is the general partner of AVA X LP. The Reporting Person is a member of AVA X LLC and disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund X, except to the extent of his pecuniary interest therein, if any. The shares are owned directly by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). Atlas Venture Associates Opportunity I, L.P. ("AVAO LP") is the general partner of AVOF I. Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVOF I, except to the extent of his pecuniary interest therein, if any. The shares are held directly by Atlas Venture Associates Opportunity I, L.P. ("AVAO LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO LLC") is the general partner of AVAO LP. The Reporting Person is a member of AVAO LLC and disclaims Section 16 beneficial ownership of the securities held by AVAO LP, except to the extent of his pecuniary interest therein, if any. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Cash Amount (each, an "In-The-Money Option"), became fully vested and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such In-the-Money Option at the Effective Time by (y) the number of shares of Common Stock underlying such In-the-Money Option at the Effective Time. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Issuer Option that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was equal to or greater than the Cash Amount was automatically cancelled for no consideration.
FAQ
What does director Jason P. Rhodes report in this Generation Bio (GBIO) Form 4?
How were Generation Bio (GBIO) stock options treated in the merger?
What organizational change occurred to Generation Bio (GBIO) as of February 9, 2026?
What is the estimated maximum value of the Generation Bio (GBIO) CVR?
