0001548187-21-000074.txt : 20211217
0001548187-21-000074.hdr.sgml : 20211217
20211217170738
ACCESSION NUMBER: 0001548187-21-000074
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211216
FILED AS OF DATE: 20211217
DATE AS OF CHANGE: 20211217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Foster Jonathan P.
CENTRAL INDEX KEY: 0001545414
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38815
FILM NUMBER: 211502479
MAIL ADDRESS:
STREET 1: 2450 SOUTH SHORE BLVD.
STREET 2: SUITE 402
CITY: LEAGUE CITY
STATE: TX
ZIP: 77573
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Soliton, Inc.
CENTRAL INDEX KEY: 0001548187
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 364729076
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5304 ASHBROOK DRIVE
CITY: HOUSTON
STATE: TX
ZIP: 77081
BUSINESS PHONE: 832-661-3453
MAIL ADDRESS:
STREET 1: 5304 ASHBROOK DRIVE
CITY: HOUSTON
STATE: TX
ZIP: 77081
4
1
wf-form4_163977884268775.xml
FORM 4
X0306
4
2021-12-16
0
0001548187
Soliton, Inc.
SOLY
0001545414
Foster Jonathan P.
C/O SOLITON, INC. 5304 ASHBROOK DRIVE
HOUSTON
TX
77081
1
0
0
0
Stock option (right to buy)
1.75
2021-12-16
4
D
0
30000
D
2028-06-19
Common Stock
30000.0
0
D
Stock option (right to buy)
14.62
2021-12-16
4
D
0
15000
D
2029-06-27
Common Stock
15000.0
0
D
Stock option (right to buy)
12.94
2021-12-16
4
D
0
15000
D
2030-06-19
Common Stock
15000.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
12500
D
2023-10-19
Common Stock
12500.0
0
D
Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), immediately prior to the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to $22.60 (the "Merger Consideration") minus the exercise price that would be due in cash upon exercise of such option.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant.
/s/ Jonathan P. Foster
2021-12-16