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Friday, April 24th, 2026

Day One Biopharmaceuticals Announces Merger, Amended Certificate of Incorporation, and Nasdaq Delisting – SEC 8-K Filing April 2026




Day One Biopharmaceuticals, Inc. Announces Acquisition by Servier Pharmaceuticals

Day One Biopharmaceuticals, Inc. Announces Acquisition by Servier Pharmaceuticals: Shareholders to Receive Cash Consideration as Company Delists from Nasdaq

Key Highlights for Investors

  • Day One Biopharmaceuticals, Inc. (“Day One”) has been acquired by Servier Pharmaceuticals LLC (“Servier”) in a transaction valued at approximately \$2.5 billion in equity value.
  • Shareholders of Day One will receive a cash payment for each share tendered, referred to as the “Merger Consideration.” All outstanding shares, including those under restricted stock unit (RSU) plans, will be converted into the right to receive this cash payment, subject to applicable tax withholding.
  • Following the acquisition, Day One’s common stock (NASDAQ: DAWN) will be delisted from the Nasdaq Global Select Market. The company will also suspend its public reporting obligations with the SEC.
  • Day One’s corporate structure will undergo significant changes, including amendments and restatements to its Certificate of Incorporation and Bylaws to reflect its new ownership and delisting status.
  • All employee stock purchase plans (ESPP) and other stock incentive plans have been terminated effective immediately prior to the acquisition closing.
  • The acquisition is funded entirely by Servier through cash on hand and equivalent instruments; there is no indication of any further changes in control anticipated in the near future.
  • Notable changes in directorship and executive officers are occurring as part of the merger process.

Details of the Transaction

As previously reported, Servier Pharmaceuticals LLC, through its wholly owned subsidiary Servier Detroit Inc., has completed the acquisition of Day One Biopharmaceuticals, Inc. Servier S.A.S., a French entity, acted as guarantor for certain aspects of the transaction. The acquisition was structured as a tender offer followed by a merger, resulting in 100% ownership of Day One by Servier.

Upon the closing of the merger, each outstanding share of Day One common stock (excluding certain excluded shares as detailed in the merger agreement) has been converted into the right to receive the agreed-upon cash consideration. This also applies to shares underlying restricted stock units and other equity awards, which are now entitled to receive a cash payment without interest and less any applicable tax withholding.

Implications for Shareholders

  • Cash Out for Shareholders: All Day One shareholders are entitled to receive a cash payout for their shares as per the terms of the merger agreement. This is a significant event, as it provides immediate liquidity and a defined exit price for investors.
  • Termination of Equity Plans: All employee stock purchase and incentive plans have been terminated. Holders of RSUs and options will receive cash in lieu of shares.
  • Delisting from Nasdaq: Trading in Day One’s shares was halted effective 8:00 p.m. ET on April 22, 2026. The company will be formally delisted and deregistered from the Nasdaq Global Select Market and will file the required Form 25 and Form 15 with the SEC to terminate its public reporting obligations.
  • No Future Change in Control Expected: According to company disclosures, there are no current arrangements that would result in another change in control.
  • Corporate Governance Changes: The company’s governing documents have been replaced with an amended and restated certificate of incorporation and bylaws, reflecting its new status as a wholly owned subsidiary of Servier.
  • Management Changes: As is customary in such transactions, resignations and new appointments to the board and executive offices have occurred in accordance with the merger agreement.

Potential Price Sensitivity and Share Value Impact

This transaction is highly price-sensitive and represents a transformative event for Day One shareholders:

  • Shareholders will receive a defined cash payout, which may be at a premium to recent trading prices (investors should consult the merger agreement or prior press releases for the exact per-share consideration).
  • Following the delisting and suspension of SEC reporting, Day One will no longer be publicly traded, and its shares will no longer have market liquidity.
  • The certainty of cash consideration and the elimination of future upside (or downside) potential from continued public trading are critical considerations for investors.

If you are a shareholder: You should expect to receive instructions regarding the tendering of your shares (if you have not already done so) and the process for receiving your cash payout. All equity-based employee compensation plans have been terminated, and you should consult your plan administrator or HR department for details regarding the payout of RSUs, options, or ESPP balances.

Additional Information

  • Copies of the Amended and Restated Certificate of Incorporation and Bylaws are available as exhibits to the Form 8-K filed on April 23, 2026.
  • The total consideration for the acquisition is approximately \$2.5 billion, all funded by Servier and its parent, with no new debt or external financing disclosed.
  • No written communications, soliciting materials, or pre-commencement tender or issuer tender offers were filed in connection with this transaction; all relevant filings have been made in compliance with SEC regulations.
  • Day One Biopharmaceuticals, Inc. is now a wholly owned subsidiary of Servier, with no further public float or trading in its common shares.

Conclusion

This acquisition marks the end of Day One Biopharmaceuticals, Inc. as an independent, publicly traded company. The transaction provides shareholders with an immediate cash exit and concludes the company’s listing on the Nasdaq. Investors should ensure they follow up on any communications from their brokers or the company regarding the receipt of merger consideration.


Disclaimer: This article is for informational purposes only and does not constitute investment advice, a recommendation, or an offer to buy or sell any security. Investors should consult their own financial and legal advisors for specific guidance regarding their individual situation. The information herein is based on publicly available filings as of April 23, 2026, and may be subject to further updates or amendments.




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