Avidity Biosciences Enters Material Definitive Agreement

TL;DR

AVDX signed a big deal, details TBD.

AI Summary

Avidity Biosciences, Inc. announced on October 25, 2025, that it entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in San Diego, CA, filed this 8-K report on October 27, 2025. Specific details of the agreement were not disclosed in the provided text.

Why It Matters

This filing indicates a significant new contract or partnership for Avidity Biosciences, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Avidity Biosciences, Inc. (company) — Registrant
• October 25, 2025 (date) — Date of earliest event reported
• October 27, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• San Diego, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RNA The Nasdaq Global Mar
• $0.001 — hares of SpinCo Common Stock, par value $0.001 per share (" SpinCo Common Stock "), at
• $72 — t to receive an amount in cash equal to $72.00, without interest and subject to any
• $450 million — ired to pay Parent a termination fee of $450 million. Such circumstances include where the M
• $600 million — he Company a reverse termination fee of $600 million in the event the Merger Agreement is te
• $270 m — ribution Agreement) from the Company of $270 million, minus the sum of the amount of c

Filing Documents

• d25008d8k.htm (8-K) — 70KB
• d25008dex21.htm (EX-2.1) — 593KB
• d25008dex22.htm (EX-2.2) — 427KB
• d25008dex991.htm (EX-99.1) — 23KB
• g25008g86o26.jpg (GRAPHIC) — 5KB
• 0001193125-25-250696.txt ( ) — 1487KB
• rna-20251025.xsd (EX-101.SCH) — 3KB
• rna-20251025_lab.xml (EX-101.LAB) — 17KB
• rna-20251025_pre.xml (EX-101.PRE) — 11KB
• d25008d8k_htm.xml (XML) — 3KB

From the Filing

8-K 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): October 25, 2025 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): 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 RNA 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. Item1.01 Entry into a Material Definitive Agreement On October 25, 2025, Avidity Biosciences, Inc., (" Avidity " or the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Novartis AG, a company limited by shares ( Aktiengesellschaft ) incorporated under the laws of Switzerland (" Novartis " or " Parent ") and Ajax Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (" Merger Sub "), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. In connection with the Merger, the Company, Bryce Therapeutics, Inc. (which will be renamed prior to the Effective Time (as defined below)), a newly formed Delaware corporation and wholly owned subsidiary of the Company (" SpinCo "), and Parent (with respect to certain sections specified therein) entered into a Separation and Distribution Agreement, dated October 25, 2025 (the " Separation and Distribution Agreement "), pursuant to which, on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, prior to the effective time of the Merger (the " Effective Time "): (i) the Company will effect a pre-closing reorganization (the " Pre-Closing Reorganization "), which will result in SpinCo owning, assuming or retaining all assets and liabilities of the Company and its subsidiaries related to their early stage precision cardiology programs and certain collaboration agreements, and the Company owning, assuming or retaining all other assets and liabilities; and (ii) thereafter, the Company will either (a) distribute to its stockholders as of the Distribution Record Date (as defined below), on a pro rata basis, all of the issued and outstanding shares of SpinCo Common Stock, par value $0.001 per share (" SpinCo Common Stock "), at a ratio of 1 share of SpinCo Common Stock per 10 shares of common stock, par value $0.0001 per share, of the Company (the " Company Common Stock "), with SpinCo continuing its existence as a separate and independent company (the " Spin-Off Distribution ") or (b) consummate a sale of SpinCo to a third party (a " Permitted Third Party Sale "), subject to the terms and conditions specified in the Merger Agreement and the Separation and Distribution Agreement. Following completion of the transactions contemplated by the Separation and Distribution Agreement (the " Spin-Off "), the Company will have no continuing ownership interest in SpinCo. The Spin-Off also includes certain assets of the Company that trigger a right of first negotiation (the " ROFN ") with an existing collaboration partner of the Company that was notified concurrently with the Company's announcement of its entry into the Merger Agreement. Merge

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