Avidity Biosciences (RNA) investors approve Novartis merger and Atrium spin-off

Rhea-AI Filing Summary

Avidity Biosciences stockholders approved a landmark transaction combining a sale of the company with a spin-off. At a special meeting, investors adopted the Agreement and Plan of Merger with Novartis AG and the Separation and Distribution Agreement creating Atrium Therapeutics, Inc. as a separate company. The Transactions Proposal received 123,351,048 votes for, 8,090 against, and 60,331 abstentions, with 296,100 broker non-votes, comfortably clearing the approval threshold. Stockholders also backed, on a non-binding basis, the merger-related compensation for named executive officers, with 101,383,553 votes for and 21,654,186 against. Approval of the Transactions Proposal satisfies the stockholder vote condition needed to move toward closing the merger and separation.

Insights

M&A and corporate actions analyst

Shareholders clear key hurdle for Avidity’s sale to Novartis and spin-off of Atrium.

Stockholders of Avidity Biosciences approved both the Merger Agreement with Novartis AG and the Separation and Distribution Agreement establishing Atrium Therapeutics, Inc. This dual structure combines an acquisition with a spin-off, reshaping how the business and assets are organized.

The Transactions Proposal drew 123,351,048 votes for versus only 8,090 against, indicating strong investor support. A separate advisory proposal on merger-related executive compensation also passed, with 101,383,553 votes for and 21,654,186 against, signaling acceptance of the pay framework tied to the deal.

With the Transactions Proposal approved, the stockholder vote condition to consummate the merger and separation is now satisfied. Subsequent company communications and regulatory steps will determine the exact timing and mechanics of closing under the existing Merger and Separation Agreements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 26, 2026

Avidity Biosciences, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware		001-39321		46-1336960
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

3020 Callan Road

San Diego, CA 92121

(Address of principal executive offices) (Zip Code)

(858) 401-7900

(Registrant’s telephone number, include area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RNAM		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders of Avidity Biosciences, Inc. (“Avidity” or the “Company”) held virtually via live webcast on February 26, 2026 (the “Special Meeting”), the Company’s stockholders voted in favor of the proposals identified in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026, as amended and supplemented, including the proposal to adopt the Merger Agreement and the Separation Agreement (each as defined below).

As of the record date, January 29, 2026, there were 154,740,172 shares of Company common stock eligible to be voted at the Special Meeting. At the Special Meeting, 123,715,570 shares, or approximately 79.95% of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present either in person or by proxy. The final results for the votes regarding each proposal are set forth below.

Proposal 1: The Transactions Proposal

To adopt (i) the Agreement and Plan of Merger, dated as of October 25, 2025 (the “Merger Agreement”), among Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland (“Novartis” or “Parent”), Ajax Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, and the Company, and (ii) the Separation and Distribution Agreement, dated as of October 25, 2025 (the “Separation Agreement”), among the Company, Bryce Therapeutics, Inc., a newly formed Delaware corporation and wholly owned subsidiary of the Company, and which on December 8, 2025, changed its name to Atrium Therapeutics, Inc. (“SpinCo”), and Parent (with respect to certain sections therein).

The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:

Votes For		Votes Against		Abstentions		Broker Non-Votes
123,351,048		8,090		60,331		296,100

Proposal 2: The Adjournment Proposal

To approve the adjournment of the Special Meeting, if necessary, desirable or appropriate or to solicit additional proxies if, at the time of the Special Meeting, there are an insufficient number of votes in favor of adopting the Transactions Proposal.

This proposal was not voted upon at the Special Meeting, since there were sufficient votes to approve the Transactions Proposal.

Proposal 3: The Non-Binding Merger-Related Compensation Proposal

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement and the Separation Agreement (the “Transactions”).

The following advisory votes were cast at the Special Meeting (in person or by proxy) and the Non-Binding Merger-Related Compensation Proposal was approved:

Votes For		Votes Against		Abstentions		Broker Non-Votes
101,383,553		21,654,186		381,730		296,100

No other business properly came before the Special Meeting.

The approval of the Transactions Proposal satisfies the stockholder vote condition to the consummation of the Transactions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				AVIDITY BIOSCIENCES, INC.
Dated: February 26, 2026				By:		/s/ Michael F. MacLean
						Michael F. MacLean
						Chief Financial Officer

FAQ

What transaction did Avidity Biosciences (RNA) stockholders approve?

Stockholders approved the Agreement and Plan of Merger with Novartis AG and the Separation and Distribution Agreement. Together, these transactions combine a sale of Avidity Biosciences with a spin-off of Atrium Therapeutics, Inc. as a separate company.

How strong was shareholder support for Avidity Biosciences’ merger with Novartis?

Support was very strong. The Transactions Proposal received 123,351,048 votes for, 8,090 against, and 60,331 abstentions, with 296,100 broker non-votes. This margin comfortably approved adopting the Merger Agreement and Separation and Distribution Agreement.

What role does Atrium Therapeutics, Inc. play in the Avidity (RNA) deal?

Atrium Therapeutics, Inc. (formerly Bryce Therapeutics, Inc.) is the spin-off entity in the Separation and Distribution Agreement. It is a newly formed Delaware corporation and wholly owned subsidiary that will be separated from Avidity as part of the overall Transactions.

Did Avidity Biosciences stockholders approve merger-related executive compensation?

Yes. On a non-binding advisory basis, stockholders approved the compensation that may be paid to named executive officers in connection with the Transactions, with 101,383,553 votes for, 21,654,186 against, 381,730 abstentions, and 296,100 broker non-votes.

Does the Avidity (RNA) vote complete the merger with Novartis?

The vote does not complete the merger by itself, but it satisfies the stockholder vote condition required to consummate the Transactions. Remaining closing steps will follow the terms of the existing Merger Agreement and Separation and Distribution Agreement.

Was the proposal to adjourn Avidity’s special meeting used?

No. The adjournment proposal, intended for use only if there were insufficient votes for the Transactions Proposal, was not voted upon because the Transactions Proposal already received enough support to be approved at the special meeting.

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