SATSUMA PHARMACEUTICALS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
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The Merger Agreement provides that, upon the terms and subject to the conditions
thereof, as promptly as practicable (but in no event more than fifteen
(15) business days after the date of the Merger Agreement), Purchaser will
commence a tender offer (the "Offer") to acquire (subject to the Minimum
Condition, as defined below) any and all of the issued and outstanding shares of
common stock, par value
At the effective time of the Merger (the "Effective Time"), each:
• Share issued and outstanding immediately prior to the Effective Time
(other than (i) each share held in treasury or held by Parent,
Purchaser or any of their subsidiaries and (ii) each Share outstanding
immediately prior to the Effective Time and held by stockholders who
are entitled to demand, and properly demand, appraisal for such Shares
in accordance with Section 262 of the DGCL) will be automatically
converted into the right to receive the Per Share Price and one CVR
representing the right to receive, subject to the terms and conditions
of the CVR Agreement, the consideration set forth in the CVR Agreement
(the CVRs together with the aggregate Per Share Price paid in
accordance with the Merger Agreement, the "Merger Consideration");
• outstanding, unexercised Company option that is vested at the
Effective Time, or that vests as a result of the consummation of the
transactions contemplated by the Merger Agreement (each, a "Vested
Company Option") and has an exercise price per Share that is less than
the Per Share Price will be cancelled and converted automatically into
the right to receive (i) an amount (without interest) in cash, equal
in value to (A) the total number of Shares subject to the Vested
Company Option multiplied by (B) the excess, if any, of the Per Share
Price over the exercise price per Share underlying such Vested Company
Option, less applicable taxes required to be withheld with respect to
such payment, and (ii) a CVR;
• Vested Company Option that has an exercise price per Share that is
greater than or equal to the Per Share Price will be cancelled
immediately for no consideration or payment; and
• Company option that is not a Vested Company Option will be cancelled
immediately for no consideration or payment.
Under the terms of the Merger Agreement, Purchaser's obligation to accept and pay for shares of Common Stock that are tendered in the Offer is subject to customary conditions, including, among others, that (i) prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn in accordance with the terms of the Offer a number of Shares that, upon the consummation of the
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Offer, together with the Shares then owned directly or indirectly by Parent, Purchaser or any direct or indirect subsidiary of Parent (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been "received," as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures), would represent at least a majority of the aggregate number of shares of the Company's capital stock outstanding immediately after the consummation of the Offer (the "Minimum Condition"); (ii) the absence of legal restraints prohibiting the consummation of the transactions contemplated by the Merger Agreement; (iii) the accuracy of the Company's representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (iv) compliance by the Company with its covenants in the Merger Agreement in all material respects; (v) the absence of a . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the "Compliance Period
Rule"), the Company has 180 calendar days, or until
If the Company does not regain compliance with the Minimum Bid Price Requirement
by the Compliance Date, the Company may be eligible for an additional 180
calendar day compliance period. To qualify, the Company would be required to
transfer its listing to the Nasdaq Capital Market and meet the continued listing
requirement for the market value of publicly held shares and all other
applicable initial listing standards for the Nasdaq Capital Market, with the
exception of the Minimum Bid Price Requirement, and would need to provide
written notice to Nasdaq of its intention to cure the deficiency during the
additional 180-day compliance period, such as by effecting a reverse stock
split, if necessary. As part of its review process, the Staff will make a
determination of whether it believes the Company will be able to cure this
deficiency. If it appears to the Staff that the Company will not be able to cure
the deficiency or if the Company does not meet the other listing standards, then
the Staff will provide written notice to the Company that its Common Stock will
be subject to delisting. At that time, the Company may appeal the Staff's
delisting determination to a
The Company intends to monitor the closing bid price of its Common Stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. However, the Company may not regain compliance with such requirement.
Item 5.02 Departure of Directors or Principal Officers
As requested by Parent, the Company will terminate the employment of each of
In connection to the Merger and in accordance with the Merger Agreement, each of the directors of the Company will resign as directors of the Company, effective as of the closing of the Offer and the Merger (and subject to the occurrence of the closing of the Offer and Merger).
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Item 7.01 Regulation FD Disclosure.
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The information contained in this Item 7.01 and in Exhibit 99.1 of this Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements may be identified by terminology such as "believe," "may," "will," "should", "predict", "goal", "strategy", "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "plan," "expect," "seek" and similar expressions and variations thereof. These and other similar words are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the structure, timing and completion of the proposed transaction; the ability to complete the transactions contemplated by the Merger Agreement, including the parties' ability to satisfy the conditions to the consummation of the Offer contemplated thereby and the other conditions set forth in the Merger Agreement; the possibility that the conditions to payment under the CVRs will be met; and the possibility of any termination of the Merger Agreement. The Company has based these forward-looking statements on current expectations and projections about future events and trends that the Company believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Parent and the Company, but there can be no guarantee that such expectations and projections will prove accurate in the future.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements. Actual results may differ materially
from current expectations because of risks associated with uncertainties as to
the timing of the Offer and the subsequent merger; uncertainties as to the
number of the Company's stockholders that will tender their shares in the offer;
the risk that competing offers or acquisition proposals will be made; the
possibility that various conditions to the consummation of the merger and the
offer contemplated thereby may not be satisfied or waived; the effects of
disruption from the transactions contemplated by the Merger Agreement on the
Company's business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain relationships
with employees, suppliers and other business partners; and the risk that
stockholder litigation in connection with the offer or the merger may result in
significant costs of defense, indemnification and liability. Moreover, Parent
and the Company operate in very competitive and rapidly changing environments,
and new risks emerge from time to time. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
Company cannot guarantee future events, results, actions, levels of activity,
performance or achievements, business and market conditions, the timing and
results of biotechnology development and potential regulatory approval and
whether the conditions to the closing of the proposed transaction are satisfied
on the expected timetable or at all. Forward-looking statements are also subject
to risks and uncertainties pertaining to the business of the Company, including
those set forth in the "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" sections of the Company's
Annual Report on Form 10-K for the year ended
Additional Information and Where to Find It
The Offer for the outstanding shares of common stock of the Company has not yet
commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell shares of the
Company's common stock, nor is it a substitute for the Offer materials that
Parent and its acquisition subsidiary will file with the
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Statement (and all other documents filed with the
THE COMPANY'S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9 SOLICITATION STATEMENT CAREFULLY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO, AS WELL AS IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY'S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofApril 16, 2023 , by and amongSatsuma Pharmaceuticals, Inc. , Shin Nippon Biomedical Laboratories, Ltd. andSNBL23 Merger Sub, Inc. 2.2* Tender and Support Agreement, dated as ofApril 16, 2023 , by among Shin Nippon Biomedical Laboratories, Ltd.,SNBL23 Merger Sub, Inc. and certain stockholders and directors of the Company 10.1 Form of Contingent Value Rights Agreement to be entered into between Shin Nippon Biomedical Laboratories, Ltd. andAmerican Stock Transfer & Trust Company, LLC 99.1 Press Release datedApril 16, 2023 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
* Certain confidential information and exhibits have been omitted pursuant to
Item 601 of Regulation S-K because it is not material, and it is the type that
the Registrant treats as confidential.
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