0001548187-21-000073.txt : 20211217
0001548187-21-000073.hdr.sgml : 20211217
20211217170714
ACCESSION NUMBER: 0001548187-21-000073
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: Capelli Christopher
CENTRAL INDEX KEY: 0001768585
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38815
FILM NUMBER: 211502474
MAIL ADDRESS:
STREET 1: 1225 NORTH LOOP WEST
STREET 2: SUITE 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_163977881071003.xml
FORM 4
X0306
4
2021-12-16
0
0001548187
Soliton, Inc.
SOLY
0001768585
Capelli Christopher
C/O SOLITON, INC. 5304 ASHBROOK DRIVE
HOUSTON
TX
77081
1
1
0
0
CSO and Vice Chairman
Common Stock
2021-12-16
4
D
0
263440
22.60
D
0
D
Common Stock
2021-12-16
4
D
0
175000
22.60
D
0
I
See Footnote
Stock option (right to buy)
1.75
2021-12-16
4
D
0
725000
D
2028-06-08
Common Stock
725000.0
0
D
Stock option (right to buy)
1.75
2021-12-16
4
D
0
108500
D
2029-02-04
Common Stock
108500.0
0
D
Stock option (right to buy)
14.62
2021-12-16
4
D
0
35150
D
2029-06-27
Common Stock
35150.0
0
D
Stock option (right to buy)
11.71
2021-12-16
4
D
0
89300
D
2030-02-04
Common Stock
89300.0
0
D
Stock option (right to buy)
9.74
2021-12-16
4
D
0
113000
D
2031-01-21
Common Stock
113000.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
11512
D
2023-10-19
Common Stock
11512.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
8634
D
2023-10-30
Common Stock
8634.0
0
D
Warrant (right to buy)
1.75
2021-12-16
4
D
0
7771
D
2023-11-15
Common Stock
7771.0
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.
Represents 175,000 shares of common stock held by M.D. Anderson Cancer Center ("MD Anderson") that were issued pursuant to a license agreement between Soliton, Inc. (the "Company") and MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to MD Anderson in connection with the license agreement.
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/ Christopher Capelli
2021-12-16