AERIE PHARMACEUTICALS, INC. Item 1.01 Entry into a Material Definitive Agreement.
In connection with the consummation of the Merger, the Company and
The First Supplemental Indenture provides that, from and after the effective
time of the Merger (the "Effective Time"), the right to convert each
The foregoing description of the Indenture and the First Supplemental Indenture
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Indenture, which was filed as Exhibit 4.1 to the
Current Report on Form 8-K filed by the Company with the
Item 1.02 Termination of a Material Definitive Agreement.
The Company has entered into separate unwind agreements with the counterparties to the capped call transactions that the Company entered into in connection with the issuance of the Notes.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On
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At the Effective Time, and by virtue of the Merger, each share of common stock,
par value
Pursuant to the Merger Agreement, at the Effective Time:
1. each outstanding option to purchase Shares (a "Company Option") or stock
appreciation rights (a "Company SAR"), as applicable, that was then
outstanding and unexercised that had a per Share exercise price or strike
price per Share, that was less than the Merger Consideration (an "In the Money
Option" and an "In the Money SAR", respectively) was cancelled and the holder
thereof became entitled to receive a cash payment equal to (i) the excess, if
any, of (A) the Merger Consideration over (B) the exercise price payable per
Share under such In the Money Option or In the Money SAR, as applicable,
multiplied by (ii) the total number of Shares subject to such In the Money
Option or In the Money SAR, as applicable, immediately prior to the Effective
Time (without regard to vesting);
2. each Company Option or Company SAR that was not an In the Money Option nor an
In the Money SAR, as applicable, was cancelled without any consideration;
3. each outstanding Share of restricted stock of the Company (a "Company
Restricted Stock") that vested solely on the passage of time, whether or not
vested, was cancelled and the holder thereof became entitled to receive a cash
payment equal to the Merger Consideration with respect to each Share of
time-vested Company Restricted Stock, whether or not vested, held by such
holder (without regard to vesting);
4. each outstanding Share of Company Restricted Stock that vested based on
achievement of strategic performance metrics (the "Strategic PSAs"), whether
or not vested, was cancelled and the holder thereof became entitled to receive
a cash payment equal to (i) the product of (A) the target number of Shares of
Strategic PSAs granted to the holder, multiplied by (B) 100% (such product,
the "Earned Strategic PSAs"), multiplied by (ii) the Merger Consideration
(without regard to vesting). Promptly following the Effective Time, Parent
will calculate the cumulative shareholder return through the Closing Date (the
"Relative TSR Performance") for each of the Company and each member of the
comparator group companies as set forth in terms of the award agreement for
each then outstanding Share of Company Restricted Stock that vests based on
achievement of a relative total shareholder return metric (the "rTSR PSAs"),
and will pay the holders of the rTSR PSAs in accordance with the Relative TSR
Performance and the terms of each rTSR PSA; and . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the NASDAQ
Global Market ("NASDAQ") that the Merger had been consummated and requested that
NASDAQ suspend trading of the Shares following the closing of trading on the
Closing Date. The Company also requested that NASDAQ file a notification of
removal from listing and registration on Form 25 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignations and Appointment of Directors
At the Effective Time and pursuant to the terms of the Merger Agreement, the
directors of the Company immediately prior to the Effective Time,
Also at the Effective Time and pursuant to the terms of the Merger Agreement,
Resignations and Appointment of Officers
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time and pursuant to the terms of the Merger Agreement, the
named executive officers of the Company immediately prior to the Effective Time,
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Also at the Effective Time and pursuant to the terms of the Merger Agreement,
the officers of Merger Sub immediately prior to the Effective Time became the
officers of the Company following the consummation of the Merger until the
earlier of their death, resignation or removal or until their respective
successors are duly elected and qualified. Among those officers,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, the Company's certificate of incorporation and bylaws as in effect immediately prior to the Merger were each amended and restated in their entirety (the "Amended and Restated Certificate of Incorporation" and the "Amended and Restated Bylaws," respectively). A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Description of Exhibit Number 2.1† Agreement and Plan of Merger, dated as ofAugust 22, 2022 , by and amongAerie Pharmaceuticals, Inc. ,Alcon Research, LLC andLyon Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onAugust 23, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofAerie Pharmaceuticals, Inc. 3.2 Amended and Restated Bylaws ofAerie Pharmaceuticals, Inc. 4.1 First Supplemental Indenture, dated as ofNovember 21, 2022 , by and betweenAerie Pharmaceuticals, Inc. andWilmington Trust, National Association . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). † Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally to theSEC a copy of any omitted exhibits or schedules upon request.
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