Avidity sets spin-off record date pre‑Novartis deal

Avidity Biosciences has announced that the close of business on February 12, 2026 will serve as the record date for a planned pro rata distribution of Atrium Therapeutics stock to its common shareholders. The move comes in connection with the previously announced proposed acquisition of Avidity by Novartis AG and the planned separation of certain Avidity assets into a new entity.

Under the structure outlined, all issued and outstanding shares of Atrium Therapeutics, referred to as SpinCo, are expected to be distributed to Avidity stockholders of record on that date. The record date designation is an interim step in a broader transaction that includes both a spin-off and a merger.

According to Avidity, each holder of its common stock on the February 12 record date is expected to receive one share of SpinCo common stock for every ten shares of Avidity common stock held. The distribution is planned to occur in connection with the closing of the Novartis transaction, subject to customary conditions.

SpinCo will house Avidity’s early-stage precision cardiology programs, separating those development candidates from the rest of Avidity’s RNA therapeutics business that Novartis proposes to acquire. The configuration of assets and liabilities between Avidity and SpinCo following the separation remains subject to further steps and conditions described by the company.

The record date announcement is part of the preparation for the proposed merger between Avidity and Novartis. Avidity has already filed a definitive proxy statement with the U.S. Securities and Exchange Commission dated January 30, 2026, outlining the terms of the proposed transactions and seeking shareholder approval.

Completion of both the merger and the spin-off remains subject to a number of conditions, including regulatory approvals and the approval of Avidity’s stockholders. Avidity has cautioned that there can be no guarantee that these conditions will be satisfied on the expected timetable, or at all, and has highlighted potential risks related to costs, timing and possible competing proposals.

In its communication, Avidity emphasized that the announcement does not constitute an offer to sell or solicit an offer to buy any securities and is not a solicitation of any vote in any jurisdiction contrary to law. The company directed investors to the SEC’s website and to its own investor relations site for access to the proxy statement and related filings.

Avidity also reiterated that statements regarding the timing and completion of the merger and spin-off, future marketing approvals, potential revenues, SpinCo’s composition and other future events are forward-looking and subject to significant known and unknown risks and uncertainties. The company stated it does not undertake an obligation to update such statements except as required by law.