Biogen Inc 8-K/A, filed Jun 10, 2026
Biogen Inc. (BIIB)
About this 8-K/A
Biogen Inc filed this 8-K/A on June 10, 2026, reporting on events of May 14, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
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Explanatory Note
On May 14, 2026, Biogen Inc., a Delaware corporation (“Biogen”), filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed, among other things, the consummation of Biogen’s acquisition of Apellis Pharmaceuticals, Inc., a Delaware corporation (“Apellis”), as contemplated by the Agreement and Plan of Merger, dated March 31, 2026, by and among Biogen, Apellis and Aspen Purchaser Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Biogen (the “Merger”).
Biogen also disclosed in the Original Report that pro forma financial information required by Item 9.01(b) of Form 8-K relating to the Merger would be filed by amendment to the Original Report no later than 71 calendar days after the date on which the Original Report was required to be filed.
Subsequent to the filing of the Original Report and upon further analysis, Biogen has determined that financial statements required by Item 9.01(a) of Form 8-K and pro forma financial information required by Item 9.01(b) of Form 8-K, in each case, relating to the Merger are not required because the Merger was not a “significant” acquisition as defined in Regulation S-X. Accordingly, Biogen hereby amends the Original Report to remove references to the incorporation by reference of financial statements of Apellis under Item 9.01(a) and the subsequent filing of pro forma financial information required by Item 9.01(b), in each case, relating to the Merger.
Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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.
| Biogen Inc. | ||||
| Date: June 10, 2026 | By: | /s/ Wendell Taylor | ||
| Name: | Wendell Taylor | |||
| Title: | Secretary | |||