--- title: "Atrium Therapeutics spin-off from Avidity to give holders one share per ten" url: "https://aibio.space/news/atrium-therapeutics-spin-off-avidity-give-holders-one-share-ten/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-02-26" section: "Mergers" tickers: "NASDAQ:RNA" source: "https://www.sec.gov/Archives/edgar/data/2093101/000119312526077105/d14901dex991.htm" summary: "Avidity holders of record on February 12, 2026 would receive Atrium shares, but the distribution depends on Avidity's merger with Novartis and is taxable t" --- By the aibio.space news desk. Sources - [Atrium Therapeutics, Inc. 8-K (2026-02-26)](https://www.sec.gov/Archives/edgar/data/2093101/000119312526077105/d14901dex991.htm) [RNA](https://aibio.space/companies/atrium-therapeutics/) 2026-02-26 # Atrium Therapeutics spin-off from Avidity to give holders one share per ten Tickers [RNA](https://aibio.space/companies/atrium-therapeutics/) Avidity holders of record on February 12, 2026 would receive Atrium shares, but the distribution depends on Avidity's merger with Novartis and is taxable to holders. Avidity may instead sell Atrium to a third party, in which case no distribution would occur. ## Key facts - **Company**: Atrium Therapeutics, Inc. (NASDAQ: RNA) - **News type**: Mergers - **Primary source**: [Atrium Therapeutics, Inc. 8-K (2026-02-26)](https://www.sec.gov/Archives/edgar/data/2093101/000119312526077105/d14901dex991.htm) *Two people shaking hands across a table. Photo: Kristin Hardwick, CC0, via StockSnap. The picture shows the field, not the companies named.* Atrium Therapeutics, Inc. filed an information statement on February 26, 2026 describing its planned spin-off from Avidity Biosciences, Inc. Avidity will distribute all of Atrium's common stock pro rata to its stockholders. Before the distribution, Avidity will reorganize so that Atrium holds the assets tied to its early stage precision cardiology programs, including ATR 1086 and ATR 1072, along with certain collaboration agreements with Bristol-Myers Squibb Company and Eli Lilly and Company. Holders of Avidity common stock at the close of business, Eastern Time, on February 12, 2026 will receive one share of Atrium common stock for every ten Avidity shares they hold. They pay nothing and do not need to surrender their shares. Cash will be paid in place of fractional shares. The distribution will be taxable to Avidity holders. Computershare Trust Company, N.A. will act as distribution agent. ## The Novartis condition The spin-off is tied to Avidity's merger with Novartis AG under a merger agreement dated October 25, 2025. A separation and distribution agreement among Avidity, Atrium and Novartis is dated the same day. The distribution is subject to the satisfaction or waiver of conditions in those agreements, including the conditions precedent to the merger. The statement also allows a different outcome. Avidity may sell all of Atrium to a third party. If that happens, the distribution would not take place, and the net cash proceeds would go to Avidity's stockholders and equity award holders. ## The funding Atrium would receive Immediately before the distribution, Avidity will advance Atrium cash equal to $270 million, minus the marketable securities and cash held in Atrium's own bank and brokerage accounts on the day before the distribution date. If those balances fall short of the funding amount, Novartis will cause RemainCo, the Avidity business that stays behind, to pay the shortfall to Atrium at the closing. Novartis guarantees RemainCo's performance under the separation agreement. The unaudited pro forma balance sheet shows cash of $270,000 thousand after the transfer, against no historical cash. Atrium's historical net parent investment was a deficit of $62,713 thousand as of December 31, 2025. Pro forma additional paid-in capital is $207,270 thousand. ## Losses and the collaboration base The combined historical statement of operations for 2025 reports collaboration revenue of $18,618 thousand against research and development expense of $44,267 thousand and general and administrative expense of $23,982 thousand. The reported net loss was $49,501 thousand. The pro forma net loss, after the transaction and autonomous entity adjustments, is $76,684 thousand, or $4.48 per share on a weighted average of 17,114 thousand shares. The balance sheet shows current deferred revenue of $21,639 thousand and non-current deferred revenue of $28,691 thousand. Under the Bristol-Myers Squibb agreement, Atrium will conduct research for a designated period at its own cost. The parties would have to renegotiate the research activities if Atrium's research spending is expected to exceed $50.0 million. BMS would fund all future clinical development, regulatory and commercialization work on those compounds. The statement warns that Lilly or BMS may unilaterally terminate their agreement, including for convenience. In that case Atrium would be prevented from receiving research and development funding, milestone payments and royalty payments under the terminated agreement. ## The programs Atrium describes itself as a biopharmaceutical company pioneering the delivery of RNA therapeutics to the heart. Its platform was initially developed at Avidity. ATR 1086 and ATR 1072 target rare genetic cardiomyopathies, including phospholamban and Protein Kinase AMP-activated non-catalytic subunit Gamma 2 Syndrome, respectively. The statement calls both programs early stage. It does not report efficacy or safety results for either one, so the programs remain unproven on the basis of this filing. ## What comes next There is no trading market for Atrium stock yet. The statement says Atrium has been approved for listing on the Nasdaq Global Select Market under the symbol RNA, which is currently Avidity's symbol. The company warns that the trading price of its stock after the distribution may be lower than the trading price of Avidity common stock before it. The distribution itself depends on the Novartis transaction closing. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story RNA Atrium Therapeutics, Inc. 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Cite as: aibio.space, "Atrium Therapeutics spin-off from Avidity to give holders one share per ten", 2026-02-26, https://aibio.space/news/atrium-therapeutics-spin-off-avidity-give-holders-one-share-ten/