8-K – 2026-06-10 – form8-ka.htm

Form 8-K

true
Amendment No. 1
0000875045

0000875045

2026-05-14
2026-05-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

_________________

FORM
8-K/A

(Amendment
No. 1)

_________________

CURRENT
REPORT

Pursuant
to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported):  May
14, 2026

_______________________________

Biogen
Inc.

(Exact
name of registrant as specified in its charter)

_______________________________

 

Delaware
0-19311
33-0112644

(State or Other Jurisdiction
(Commission
(I.R.S. Employer

of Incorporation)
File Number)
Identification No.)

225
Binney Street , Cambridge ,
Massachusetts
02142

(Address
of Principal Executive Offices) (Zip Code)

Registrant’s
telephone number, including area code: (617)
679-2000

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:

☐
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, $0.0005 par value per share

BIIB

The
Nasdaq Global Select 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. ☐

 

 

 

 

 

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