8-K
filed November 16, 2022, 6:59 PM ET
CIK 0001664106
M&A
confidence high
sentiment neutral
materiality 1.00
LogicBio Therapeutics, Inc.: M&A transaction — Alexion completes acquisition of LogicBio for $2.07/share; shares to be delisted
LogicBio Therapeutics, Inc.
- Tender offer closed with 26.95M shares (81.76%) validly tendered; Merger completed under DGCL Section 251(h).
- Each share converted into $2.07 cash, less withholding; options and warrants cancelled per Merger Agreement.
- All prior board members and executive officers ceased; new directors and officers from Purchaser took over.
- Loan and Security Agreement with Oxford Finance terminated and fully repaid upon closing.
- LogicBio requested Nasdaq delisting and intends to file Form 15 to suspend SEC reporting obligations.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Kay departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daphne Karydas departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Jeffrey Goater departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Moscicki departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederic Chereau departed as other_named_officer at LogicBio Therapeutics, Inc..
- Action
- ceased
Exact text from the filing
each of Frederic Chereau, Josh Blacher, Daniel Gruskin and Mariana Nacht ceased to be executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Wyzga departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan R. Kahn departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Gruskin departed as other_named_officer at LogicBio Therapeutics, Inc..
- Action
- ceased
Exact text from the filing
each of Frederic Chereau, Josh Blacher, Daniel Gruskin and Mariana Nacht ceased to be executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederic Chereau departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Josh Blacher departed as other_named_officer at LogicBio Therapeutics, Inc..
- Action
- ceased
Exact text from the filing
each of Frederic Chereau, Josh Blacher, Daniel Gruskin and Mariana Nacht ceased to be executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mariana Nacht departed as other_named_officer at LogicBio Therapeutics, Inc..
- Action
- ceased
Exact text from the filing
each of Frederic Chereau, Josh Blacher, Daniel Gruskin and Mariana Nacht ceased to be executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Enyedy departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leon Chen departed as Director at LogicBio Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Frederic Chereau, Leon Chen, Mark Enyedy, J. Jeffrey Goater, Susan R. Kahn, Daphne Karydas, Mark Kay, Richard Moscicki and Michael Wyzga ceased to serve on the Company’s board of directors and the committees of the Company’s board of directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LogicBio Therapeutics, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger consummation.
- Change
- bylaw amendment
Exact text from the filing
the Company’s certificate of incorporation and its bylaws were amended and restated in their entirety, effective as of the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
LogicBio Therapeutics, Inc. completed an acquisition involving Alexion Pharmaceuticals, Inc. for $2.07 per Share in cash (closed 2022-11-16).
- Action
- acquisition
- Counterparty
- Alexion Pharmaceuticals, Inc.
- Consideration
- $2.07 per Share in cash
- Closing
- 2022-11-16
Exact text from the filing
waiver of certain other conditions, any and all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “ Shares ”), of the Company at a price of $2.07 per Share, to the seller in cash, without interest (the “ Offer Price ”) , less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
LogicBio Therapeutics, Inc. terminated Loan and Security Agreement with Oxford Finance LLC, as collateral agent, the lenders party thereto, the Company and LogicBio Australia Pty Limited (effective 2022-11-16).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Oxford Finance LLC, as collateral agent, the lenders party thereto, the Company and LogicBio Australia Pty Limited
- Effective
- 2022-11-16
Exact text from the filing
On November 16, 2022, the Company terminated that certain Loan and Security Agreement, dated July 2, 2019, among Oxford Finance LLC, as collateral agent, the lenders party thereto, the Company and LogicBio Australia Pty Limited, as amended, modified, supplemented, restated or amended and restated through the date of the Merger Agreement, and repaid all the outstanding obligations in respect of principal, interest and fees thereunder.
View on SEC.gov
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