0000899243-23-019487.txt : 20230925
0000899243-23-019487.hdr.sgml : 20230925
20230925162404
ACCESSION NUMBER: 0000899243-23-019487
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230925
FILED AS OF DATE: 20230925
DATE AS OF CHANGE: 20230925
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nochur Sara
CENTRAL INDEX KEY: 0001852196
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40030
FILM NUMBER: 231276096
MAIL ADDRESS:
STREET 1: 295 WOODCLIFF RD
CITY: NEWTON
STATE: MA
ZIP: 02461
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Decibel Therapeutics, Inc.
CENTRAL INDEX KEY: 0001656536
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 464198709
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1325 BOYLSTON STREET
STREET 2: SUITE 500
CITY: BOSTON
STATE: MA
ZIP: 02215
BUSINESS PHONE: 617-370-8701
MAIL ADDRESS:
STREET 1: 1325 BOYLSTON STREET
STREET 2: SUITE 500
CITY: BOSTON
STATE: MA
ZIP: 02215
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-09-25
1
0001656536
Decibel Therapeutics, Inc.
DBTX
0001852196
Nochur Sara
C/O DECIBEL THERAPEUTICS, INC.
1325 BOYLSTON STREET, SUITE 500
BOSTON
MA
02215
1
0
0
0
0
Common Stock
2023-09-25
4
D
0
5000
D
0
D
Stock Option (right to buy)
2.30
2023-09-25
4
D
0
10000
D
2032-06-16
Common Stock
10000
0
D
Stock Option (right to buy)
4.78
2023-09-25
4
D
0
5000
D
2033-06-12
Common Stock
5000
0
D
Stock Option (right to buy)
6.20
2023-09-25
4
D
0
20000
D
2031-12-02
Common Stock
20000
0
D
Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Regeneron Pharmaceuticals, Inc. ("Parent") and Symphony Acquisition Sub, Inc. ("Purchaser"), dated as of August 8, 2023, the shares of common stock, par value $0.001 per share, of the Issuer that were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) were exchanged for (i) $4.00 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding of taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR"),
(Continued from Footnote 1) which entitles the holder to potentially receive contingent payments of up to an aggregate of $3.50 per CVR, without interest and subject to reduction for any applicable withholding taxes, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement (the "CVR Agreement"), dated as of September 25, 2023, by and among Parent, Purchaser, Computershare Inc., and Computershare Trust Company, N.A. In addition, at the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding restricted stock unit of the Issuer (each a "Company RSU"), whether or not vested, was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to such Company RSU multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such Company RSU.
Includes 5,000 unvested Company RSUs.
At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase shares of common stock of the Issuer having an exercise price per share that was less than the amount of the Cash Consideration (each a "Tranche 1 Option"), was cancelled and exchanged for (A) an amount in cash equal to the product of (x) the total number of shares subject to such Tranche 1 Option immediately prior to the Effective Time multiplied by (y) the excess of the amount of the Cash Consideration over the applicable exercise price per share of such Tranche 1 Option, and (B) one CVR with respect to each share subject to such Tranche 1 Option as of immediately prior to the Effective Time.
At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase shares of common stock of the Issuer having an exercise price per share that was equal to or greater than the amount of the Cash Consideration and less than the sum of the amount of the Cash Consideration and the amount of the DB-OTO Milestone Payment (as defined in the CVR Agreement) (each a "Tranche 2 Option") was cancelled and exchanged for one CVR with respect to each share subject to such Tranche 2 Option as of immediately prior to the Effective Time; provided that in the case of any CVR received in respect of a Tranche 2 Option, the DB-OTO Milestone Payment is equal to the excess of $6.00 over the exercise price per share with respect to such Tranche 2 Option and the Registration Study Milestone Payment (as defined in the CVR Agreement) is equal to $1.50 per CVR.
At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase shares of common stock of the Issuer having an exercise price per share that was equal to or greater than the sum of the amount of the Cash Consideration and the amount of the DB-OTO Milestone Payment and less than the sum of the amount of the Cash Consideration, the amount of the DB-OTO Milestone Payment and the amount of the Registration Study Milestone Payment (each a "Tranche 3 Option") was cancelled and exchanged for one CVR with respect to each share subject to such Tranche 3 Option as of immediately prior to the Effective Time; provided that in the case of any CVR received in respect of a Tranche 3 Option, the Registration Study Milestone Payment is equal to the excess of $7.50 over the exercise price per share with respect to such Tranche 3 Option.
/s/ Jeffrey Schulz, Attorney-in-Fact
2023-09-25