INTRODUCTORY NOTE
As previously disclosed in the Current Report on Form 8-K filed on June 9, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) by Nuvalent, Inc., a Delaware corporation (the “Company”), on June 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with GlaxoSmithKline LLC, a Delaware limited liability company (“Parent”), Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”) and, solely for purposes of Section 9.14 thereof, GSK plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on June 24, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Shares”), and Class B Common Stock, par value $0.0001 per share (the “Class B Shares” and, together with the Class A Shares, the “Shares”), at a price of $124.00 per Share, net to the seller in cash, without interest (the “Offer Price”), but subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2026, and in the related Letter of Transmittal.
The Offer expired one minute after 11:59 p.m. Eastern Time, on July 14, 2026 (the “Expiration Time”) and was not extended. The depositary for the Offer advised that, as of the Expiration Time, a total of 72,518,967 Shares (comprising a total of 67,083,713 Class A Shares and 5,435,254 Class B Shares) were validly tendered and “received” (as defined in Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)) by the depository and not validly withdrawn pursuant to the Offer, representing approximately 91.3% of the issued and outstanding Shares as of the Expiration Time (comprising approximately 90.7% of the issued and outstanding Class A Shares and 100.0% of the issued and outstanding Class B Shares as of the Expiration Time, respectively). Accordingly, the Minimum Tender Condition (as defined in the Merger Agreement) has been satisfied. Each condition to the Offer having been satisfied or waived, on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. Parent and Purchaser are required to make prompt payment for such Shares in accordance with the terms of the Offer.
On July 15, 2026, following consummation of the Offer and the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser merged with and into the Company (the “Merger”), with the separate corporate existence of Purchaser ceasing and the Company continuing as the surviving corporation under the name “Nuvalent, Inc.” as a direct wholly owned subsidiary of Parent. The Merger was completed pursuant to Sections 251(c) and 251(h) of the DGCL without a vote of the Company’s stockholders.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
As described in the Introductory Note above, on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. On July 15, 2026, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company’s stockholders required. Upon the consummation of the Merger, the Company became a direct wholly owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than any Shares (i) held in the treasury of the Company or owned by the Company or the Company’s subsidiary immediately prior to the Effective Time, (ii) owned by Ultimate Parent, Parent, Purchaser or any direct or indirect wholly owned subsidiary of Ultimate Parent, Parent or Purchaser immediately prior to the Effective Time and (iii) held by stockholders who have properly demanded appraisal of such Shares in accordance with the DGCL) was converted into the right to receive an amount in cash equal to the Offer Price, less applicable withholding of taxes.
In addition, at the Effective Time, each option to purchase Shares (a “Company Stock Option”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time (assuming full vesting of such Company Stock Option), multiplied by (ii) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.
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