Avidity sets SpinCo distribution and merger dates
Avidity Biosciences, Inc. filed an update describing plans to briefly convene and then immediately adjourn its special meeting of stockholders originally set for February 23, 2026, reconvening on February 26, 2026 via the same virtual link.
Rhea-AI Filing Summary
Avidity Biosciences, Inc. filed an update describing plans to briefly convene and then immediately adjourn its special meeting of stockholders originally set for February 23, 2026, reconvening on February 26, 2026 via the same virtual link.
The adjournment is intended to allow more time to satisfy conditions for the pro rata distribution of all Atrium Therapeutics, Inc. (“SpinCo”) common stock to Avidity stockholders, a required step before the previously announced merger with Novartis AG can close. The distribution is expected on February 26, 2026 and the merger closing on February 27, 2026, each subject to customary closing conditions, including stockholder approval.
Avidity’s common stock is expected to temporarily trade on the Nasdaq Global Market under the symbol “RNAM” in connection with the distribution and merger closing. The record date for the special meeting remains January 29, 2026, previously submitted proxies remain valid unless revoked, and stockholders who have not yet voted are encouraged by the company to do so.
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8-K Event Classification
FAQ
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What did Avidity Biosciences (RNA) announce about its special stockholder meeting?
When is the Atrium Therapeutics (SpinCo) distribution expected for Avidity Biosciences stockholders?
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Do Avidity Biosciences stockholders need to re-register or re-vote for the reconvened special meeting?
What conditions still apply to completing Avidity’s SpinCo distribution and merger with Novartis?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 23, 2026, Avidity Biosciences, Inc. (“Avidity”) issued a press release announcing that it intends to convene its upcoming special meeting of stockholders (the “Special Meeting”) scheduled for February 23, 2026, at 10:00 a.m., Eastern time, and then immediately adjourn proceedings, without conducting any other business. Avidity intends to adjourn the Special Meeting to provide additional time to satisfy the conditions to the distribution of Atrium Therapeutics, Inc. (“SpinCo”). The distribution of SpinCo (the “Distribution”) is a condition to the closing of Avidity’s previously announced proposed merger (the “Merger”) with Novartis AG (“Novartis”). Avidity intends to reconvene the Special Meeting on February 26, 2026, at 10:00 a.m., Eastern time.
Avidity also announced that the Distribution is expected to occur on February 26, 2026 and the closing of the Merger is expected to occur on February 27, 2026. The completion of the Distribution and the Merger each remain subject to the respective closing conditions noted in Avidity’s Definitive Proxy Statement filed on January 30, 2026, including receipt of stockholder approval. The Special Meeting will still be accessible via the same virtual meeting link: www.proxydocs.com/RNA.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the proposed transaction between Avidity and Novartis, Avidity has filed with the Securities and Exchange Commission (the “SEC”) the Definitive Proxy Statement on January 30, 2026 (as amended and supplemented, the “Definitive Proxy Statement”). Avidity may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Definitive Proxy Statement or any other document that may be filed by Avidity with the SEC. AVIDITY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND AVIDITY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER AND THE SPIN-OFF (AS DEFINED IN THE DEFINITIVE PROXY STATEMENT AND COLLECTIVELY, THE “TRANSACTIONS”) OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and security holders are able to obtain a free copy of the Proxy Statement and such other documents containing important information about Novartis and Avidity through the website maintained by the SEC at www.sec.gov. Novartis and Avidity make available free of charge at the Novartis website at www.novartis.com/investors/financial-data/sec-filings and Avidity’s website at investors.aviditybiosciences.com/sec-filings, respectively, copies of documents they file with, or furnish to, the SEC. The contents of the websites referenced above will not be deemed to be incorporated by reference into the Definitive Proxy Statement.
Participants in the Solicitation
Avidity and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Avidity stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Avidity directors and executive officers in the transaction, which may be different than those of Avidity stockholders generally, by reading the Definitive Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar terms, or by express or implied discussions regarding the Transactions or the expected timetable for completing each of the proposed Transactions and the related interim steps. You should not place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that the conditions to the closing of the Transactions will be satisfied on the expected timetable or at all or that the expected benefits or synergies from the Transactions will be achieved in the expected timeframe, or at all. In particular, expectations regarding Avidity, SpinCo, or the Transactions could be affected by, among other things, the timing of the satisfaction of customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity’s stockholders, on acceptable terms or at all; risks and costs related to the implementation of the separation of SpinCo, including the ability to complete the separation in the anticipated timeframe, or at all, and any changes to the configuration of the businesses included in the separation if implemented; the risk that competing offers or acquisition proposals will be made; the effects of disruption from the Transactions and the impact of the announcement and pendency of the Transactions on Novartis’ and/or Avidity’s businesses, including their relationships with employees, business partners or governmental entities; the risk that the Transactions may be more expensive to complete than anticipated; the risk that stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; a diversion of management’s attention from ongoing business operations and opportunities as a result of the Transactions or otherwise; the uncertainties inherent in research and development, including clinical trial results and additional analysis of existing clinical data; regulatory actions or delays or government regulation generally; and the risks and factors referred to in Novartis’ most recent Annual Report on Form 20-F for the year ended December 31, 2025, Avidity’s Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequent filings made by either party with the SEC, available on the SEC’s website at www.sec.gov. Avidity is providing the information in this communication as of this date and does not undertake any obligation to update any forward-looking statements contained in this communication as a result of new information, future events or otherwise, except to the extent required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release, dated February 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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. | ||||||
| Date: February 23, 2026 | By: | /s/ Michael F. MacLean | ||||
| Michael F. MacLean | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Press Release: Avidity Biosciences Announces Intention to Adjourn and Reconvene Special Meeting of Stockholders
Avidity Biosciences Announces Intention to Adjourn and Reconvene Special Meeting of Stockholders
SAN DIEGO, February 23, 2026 /PRNewswire/ — Avidity Biosciences, Inc. (“Avidity”) (Nasdaq: RNA), a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates (“AOCs™”) to profoundly improve people’s lives, today announced that it intends to convene its upcoming special meeting of stockholders (the “Special Meeting”) scheduled for February 23, 2026, at 10:00 a.m., Eastern time, and then immediately adjourn proceedings, without conducting any other business. Avidity intends to reconvene the Special Meeting on February 26, 2026, at 10:00 a.m., Eastern time. Stockholders who have already registered for the Special Meeting will not need to re-register for the reconvened Special Meeting, which will be accessible via the same virtual meeting link: www.proxydocs.com/RNA.
Avidity intends to adjourn the Special Meeting to provide additional time to satisfy the conditions to the pro rata distribution of all of the issued and outstanding shares of Atrium Therapeutics, Inc. (“SpinCo”) common stock to Avidity’s stockholders (the “Distribution”). The Distribution is a condition to the closing of Avidity’s previously announced proposed merger with Novartis AG (the “Merger”).
Avidity also announced that the Distribution is expected to occur on February 26, 2026 and the closing of the Merger is expected to occur on February 27, 2026. The completion of the Distribution and the Merger each remain subject to the respective closing conditions noted in Avidity’s Definitive Proxy Statement filed on January 30, 2026, including receipt of stockholder approval. To facilitate the Distribution and transition of the stock symbol in connection with the closing of the Merger, Avidity’s common stock will temporarily trade on the Nasdaq Global Market under the symbol “RNAM” beginning on the date the Distribution.
The record date for the Special Meeting remains January 29, 2026 and will apply to the reconvened Special Meeting. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting unless properly revoked. Stockholders who have previously submitted their proxy or otherwise voted need not take any action. For stockholders who have not yet cast their votes, Avidity encourages them to vote their shares now. For more information on how to vote, please call Avidity’s proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3507.
About Avidity
Avidity Biosciences, Inc.’s mission is to profoundly improve people’s lives by delivering a new class of RNA therapeutics—Antibody Oligonucleotide Conjugates (AOCs™). Avidity is revolutionizing the field of RNA with its proprietary AOCs, which are designed to combine the specificity of monoclonal antibodies with the precision of oligonucleotide therapies to address targets and diseases previously unreachable with existing RNA therapies. Utilizing its proprietary AOC platform, Avidity
demonstrated the first-ever successful targeted delivery of RNA into muscle and is leading the field with clinical development programs for three rare muscle diseases: myotonic dystrophy type 1 (DM1), Duchenne muscular dystrophy (DMD) and facioscapulohumeral muscular dystrophy (FSHD). Avidity is also advancing two wholly owned precision cardiology development candidates addressing rare genetic cardiomyopathies. In addition, Avidity is broadening the reach of AOCs with its advancing and expanding pipeline including programs in cardiology and immunology through key partnerships. Avidity is headquartered in San Diego, CA. For more information about our AOC platform, clinical development pipeline and people, please visit www.aviditybiosciences.com and engage with us on LinkedIn and X.
Additional information and Where to Find It
In connection with the proposed transaction between Avidity and Novartis AG (“Novartis”), Avidity has filed with the SEC the Definitive Proxy Statement on January 30, 2026 (as amended and supplemented, the “Definitive Proxy Statement”). Avidity may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Definitive Proxy Statement or any other document that may be filed by Avidity with the SEC. AVIDITY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND AVIDITY WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS (AS DEFINED IN THE DEFINITIVE PROXY STATEMENT) OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and security holders are able to obtain a free copy of the Definitive Proxy Statement and such other documents containing important information about Novartis and Avidity through the website maintained by the SEC at www.sec.gov. Novartis and Avidity make available free of charge at the Novartis website at www.novartis.com/investors/financial-data/sec-filings and Avidity’s website at investors.aviditybiosciences.com/sec-filings, respectively, copies of documents they file with, or furnish to, the SEC. The contents of the websites referenced above will not be deemed to be incorporated by reference into the Definitive Proxy Statement.
Participants in the Solicitation
Avidity and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Avidity stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Avidity directors and executive officers in the transaction, which may be different than those of Avidity stockholders generally, by reading the Definitive Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar terms, or by express or implied discussions regarding the proposed Merger and the Spin-Off (collectively, the “Transactions”) or the expected timetable for completing each of the proposed Transactions and the related interim steps. You should not place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that the conditions to the closing of the Transactions will be satisfied on the expected timetable or at all or that the expected benefits or synergies from the Transactions will be achieved in the expected timeframe, or at all. In particular, expectations regarding Avidity, SpinCo, or the Transactions could be affected by, among other things, the timing of the satisfaction of customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity’s stockholders, on acceptable terms or at all; risks and costs related to the implementation of the separation of SpinCo, including the ability to complete the separation in the anticipated timeframe, or at all, and any changes to the configuration of the businesses included in the separation if implemented; the risk that competing offers or acquisition proposals will be made; the effects of disruption from the Transactions and the impact of the announcement and pendency of the Transactions on Novartis’ and/or Avidity’s businesses, including their relationships with employees, business partners or governmental entities; the risk that the Transactions may be more expensive to complete than anticipated; the risk that stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; a diversion of management’s attention from ongoing business operations and opportunities as a result of the Transactions or otherwise; the uncertainties inherent in research and development, including clinical trial results and additional analysis of existing clinical data; regulatory actions or delays or government regulation generally; and the risks and factors referred to in Novartis’ most recent Annual Report on Form 20-F for the year ended December 31, 2025, Avidity’s Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequent filings made by either party with the SEC, available on the SEC’s website at www.sec.gov. Avidity is providing the information in this communication as of this date and does not undertake any obligation to update any forward-looking statements contained in this communication as a result of new information, future events or otherwise, except to the extent required by law.
Media Contact:
Kristina Coppola
(619) 837-5016
media@aviditybio.com