0001104659-24-023581.txt : 20240214 0001104659-24-023581.hdr.sgml : 20240214 20240214160357 ACCESSION NUMBER: 0001104659-24-023581 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yi Kathy CENTRAL INDEX KEY: 0001697802 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40869 FILM NUMBER: 24637639 MAIL ADDRESS: STREET 1: 501 CANAL BLVD. STREET 2: POINT RICHMOND TECH CENTER CITY: RICHMOND STATE: CA ZIP: 94804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Theseus Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001745020 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 830712806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 314 MAIN STREET, SUITE 04-200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (857) 400-9491 MAIL ADDRESS: STREET 1: 314 MAIN STREET, SUITE 04-200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 tm246087-7_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-14 1 0001745020 Theseus Pharmaceuticals, Inc. THRX 0001697802 Yi Kathy C/O THESEUS PHARMACEUTICALS, INC. 314 MAIN STREET CAMBRIDGE MA 02142 1 0 0 0 0 Restricted Stock Units 2024-02-14 4 D 0 3250 D Common Stock 3250 0 D Stock Option (Right to Buy) 4.0347 2024-02-14 4 D 0 99634 D Common Stock 99634 0 D Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 22, 2023, by and among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent") and Concentra Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of February 14, 2024 (the "Effective Time") with the Issuer surviving the merger. Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share. Pursuant to the terms of the Merger Agreement, each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into (i) a cash payment equal to the product of (A) the total number of Shares then underlying such Issuer RSU multiplied by (B) $4.05 per Share in cash (the "Cash Amount"), without interest and subject to any withholding of taxes; and (ii) one non-transferable contractual contingent value right per Share (each, a "CVR") subject to such Issuer RSU, which represents the right to receive potential payments, in cash, subject to any applicable tax withholding and without interest, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Cash Amount was cancelled and converted into the right to receive (i) a cash payment equal to the product of (A) the excess, if any, of the Cash Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time and (ii) one CVR for each Share underlying such Issuer Stock Option. /s/ Bradford Dahms, Attorney-in-Fact 2024-02-14