Welcome to our dedicated page for Vigil Neuroscience SEC filings (Ticker: VIGL), 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.
Tracking a microglia-focused biotech means wading through technical disclosures, from pre-clinical data tables to FDA correspondence buried deep in appendices. Vigil Neuroscience’s SEC documents are no exception—its annual report details R&D expenses tied to TREM2 agonists, while 8-K releases often announce early efficacy readouts. If you have ever searched for “Vigil Neuroscience SEC filings explained simply,” you know how time-consuming it is to locate the exact trial milestone or cash-runway figure.
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Vigil Neuroscience, Inc. (NASDAQ: VIGL) has mailed a Definitive Proxy Statement (DEFM14A) dated June 30, 2025 that seeks stockholder approval for its proposed acquisition by Sanofi. The transaction is structured as a cash merger in which Sanofi’s wholly owned subsidiary Vesper Acquisition Sub Inc. will merge with and into Vigil. At closing, Vigil stockholders will receive (i) $8.00 per share in cash, less applicable withholding, and (ii) one contingent value right (CVR) per share. Each CVR entitles the holder to an additional $2.00 in cash if the first commercial sale of VG-3927 occurs on or before December 31, 2035, as detailed in the CVR Agreement that Sanofi will execute at or prior to closing.
The company’s Board of Directors unanimously approved the Merger Agreement on May 21, 2025, concluded that the transaction is fair and advisable, and recommends that stockholders vote FOR both proxy proposals: (1) adoption of the Merger Agreement (the “Transaction Proposal”) and (2) permission to adjourn the meeting to solicit additional votes if necessary (the “Adjournment Proposal”). The special meeting will be held virtually on August 4, 2025 at 8:30 a.m. ET. A simple majority of the outstanding common shares is required to approve the merger, while a majority of votes cast is required to approve any adjournment.
Sanofi has entered into Voting and Support Agreements with Chief Executive Officer Ivana Magovčević-Liebisch and entities affiliated with Atlas Venture, together holding approximately 16.54 % of Vigil’s voting power, committing them to vote in favor of the merger. Holders of Series A Non-Voting Convertible Preferred Stock are not entitled to vote on either proposal. Common stockholders who continuously hold shares through the effective time and who dissent properly under Delaware General Corporation Law §262 will be entitled to appraisal rights.
The definitive proxy reiterates that neither the SEC nor any state regulator has passed on the merits of the merger and warns that representations to the contrary are a criminal offense. It instructs stockholders on how to cast their votes, outlines virtual attendance procedures, and provides contact information for obtaining additional proxy materials. The document also highlights that failure to give voting instructions for shares held in “street name” will result in those shares not being voted.
If approved, Vigil will become a wholly owned subsidiary of Sanofi, and its common stock will cease trading. The CVR structure directly ties $2.00 of potential additional value to the commercial success of VG-3927, creating a risk-adjusted upside for stockholders while limiting Sanofi’s upfront cash outlay.
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