0001209191-23-012891.txt : 20230224 0001209191-23-012891.hdr.sgml : 20230224 20230224183521 ACCESSION NUMBER: 0001209191-23-012891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230224 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THERO JOHN F CENTRAL INDEX KEY: 0001199637 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23669311 MAIL ADDRESS: STREET 1: C/O AMARIN PHARMA, INC. STREET 2: 1430 ROUTE 6 CITY: BEDMINSTER STATE: NJ ZIP: 07921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CinCor Pharma, Inc. CENTRAL INDEX KEY: 0001868734 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 230 THIRD AVE., 6TH FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 8445311834 MAIL ADDRESS: STREET 1: 230 THIRD AVE., 6TH FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-24 1 0001868734 CinCor Pharma, Inc. CINC 0001199637 THERO JOHN F C/O CINCOR PHARMA, INC 230 THIRD AVENUE, 6TH FLOOR WALTHAM MA 02451 1 0 0 0 Stock Option (Right to Buy) 5.82 2023-02-24 4 D 0 36324 D 2031-06-17 Common Stock 36324 0 D Stock Option (Right to Buy) 13.60 2023-02-24 4 D 0 58823 D 2031-12-09 Common Stock 58823 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option with an exercise price less than $26.00 per share (the "Cash Amount") was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive, without interest, (i) cash in an amount equal to the product of (1) the total number of Shares subject to such option as of immediately prior to the effective time of the merger multiplied by (2) the excess of the Cash Amount over the exercise price payable per Share under such option, and (ii) one contingent value right per Share subject to such option, representing the right to receive a contingent payment of $10.00 per share, in cash, upon the achievement of a specified milestone by December 31, 2033. /s/ Amanda Gonzalez Burton, Attorney-in-Fact 2023-02-24