0001548187-21-000072.txt : 20211217
0001548187-21-000072.hdr.sgml : 20211217
20211217170644
ACCESSION NUMBER: 0001548187-21-000072
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: Bisson Lori
CENTRAL INDEX KEY: 0001768578
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38815
FILM NUMBER: 211502471
MAIL ADDRESS:
STREET 1: 1225 NORTH LOOP WEST
STREET 2: STE 725
CITY: HOUSTON
STATE: TX
ZIP: 77008
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_163977878653996.xml
FORM 4
X0306
4
2021-12-16
0
0001548187
Soliton, Inc.
SOLY
0001768578
Bisson Lori
C/O SOLITON, INC. 5304 ASHBROOK DRIVE
HOUSTON
TX
77081
0
1
0
0
Chief Financial Officer
Common Stock
2021-12-16
4
D
0
60000
22.60
D
0
D
Stock option (right to buy)
1.75
2021-12-16
4
D
0
180000
D
2028-06-08
Common Stock
180000.0
0
D
Stock option (right to buy)
1.75
2021-12-16
4
D
0
83500
D
2029-02-04
Common Stock
83500.0
0
D
Stock option (right to buy)
14.62
2021-12-16
4
D
0
21100
D
2029-06-27
Common Stock
21100.0
0
D
Stock option (right to buy)
11.71
2021-12-16
4
D
0
53600
D
2030-02-04
Common Stock
53600.0
0
D
Stock option (right to buy)
9.74
2021-12-16
4
D
0
65000
D
2031-01-21
Common Stock
65000.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
6186
D
2023-10-19
Common Stock
6186.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
4639
D
2023-10-30
Common Stock
4639.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
4175
D
2023-11-15
Common Stock
4175.0
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"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest.
Pursuant to the Merger Agreement, immediately prior to the effective time of 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 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/ Lori Bisson
2021-12-16