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