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