Apellis Pharmaceuticals Completes Change in Control and Faces Nasdaq Delisting

Apellis Pharmaceuticals Inc. disclosed a change in control of the registrant along with multiple related corporate actions in a Form 8-K filed with the SEC on May 14 2026.

The filing covers Items 1.01 through 9.01 and states that the company completed an acquisition or disposition of assets under Item 2.01, entered a material definitive agreement under Item 1.01, and terminated a prior material definitive agreement under Item 1.02.

Item 5.01 reports the change in control while Item 3.01 notifies the SEC of delisting or failure to satisfy a listing rule on Nasdaq. The company also recorded material modifications to rights of security holders, amendments to its articles of incorporation or bylaws, departures and elections of directors and principal officers, and furnished Regulation FD disclosure plus other events.

Scope of the changes extends to all Apellis security holders, the full board of directors, and principal officers of the biotechnology company whose common stock trades under ticker APLS. The delisting notice applies to the company's entire Nasdaq listing.

The 8-K includes financial statements and exhibits that document the consideration transferred in the asset transaction though exact dollar figures and counterparties remain stated only within the incorporated exhibits.

The operational shift replaces the prior independent board and management structure with a new controlling party that assumed control through the completed transaction. The change in control and new material agreement took effect on or before the May 14 filing date.

Apellis must now comply with Nasdaq delisting procedures that follow a failure to meet listing standards, with the exchange determining any cure period. The amendments to governing documents and replacement of directors and officers became effective concurrent with the change in control.

Downstream the company must respond to the Nasdaq delisting notice within the exchange's specified timeline or face formal removal from the exchange. New directors and officers assume fiduciary and disclosure obligations under SEC rules immediately.

The terminated agreement ends any ongoing contractual obligations with the prior counterparty while the new material definitive agreement sets fresh performance milestones whose deadlines will dictate subsequent 8-K or 10-Q disclosures. Security holders operate under the revised rights defined in the amended articles.

This filing constitutes the official record of the transaction for a company whose last major SEC event prior to this 8-K was standard quarterly reporting. The combination of change-in-control, delisting notice, and wholesale board and officer turnover in a single document marks a complete reset of Apellis's governance and listing status.