8-K
filed February 14, 2024, 6:59 PM ET
CIK 0001745020
M&A
confidence high
sentiment neutral
materiality 1.00
Theseus Pharmaceuticals, Inc.: M&A transaction — Theseus acquired by Concentra for $4.05/share + CVR; delisting from Nasdaq
Theseus Pharmaceuticals, Inc.
- Tender offer closed Feb 13 with 83.3% (37,211,244 shares) tendered; merger completed Feb 14.
- Stockholders received $4.05 cash per share plus one CVR representing potential future payments.
- Board of directors resigned; new directors and officers include Kevin Tang (CEO) and Michael Hearne (CFO).
- Company requested delisting from Nasdaq and intends to deregister under Section 12(g) of Exchange Act.
- Controlled equity offering agreement with Cantor Fitzgerald terminated effective as of closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Stein resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stew Kroll was appointed as Chief Development Officer at Theseus Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Development Officer
Exact text from the filing
Stew Kroll, serving as Chief Development Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Wei was appointed as Chief Business Officer at Theseus Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Business Officer
Exact text from the filing
Thomas Wei, serving as Chief Business Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carl Gordon resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Hearne was appointed as Chief Financial Officer at Theseus Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Michael Hearne, serving as Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Iain Dukes resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bradford Dahms resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Tang was appointed as Director at Theseus Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Cole was appointed as Chief Operating Officer at Theseus Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Ryan Cole, serving as Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Tang was appointed as Chief Executive Officer at Theseus Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Kevin Tang, serving as Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kathy Yi resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Hayden resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Rome resigned as Director at Theseus Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Iain Dukes, Carl Gordon, Donald Hayden, Michael Rome, Steven Stein, Kathy Yi and Bradford Dahms resigned from the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Theseus Pharmaceuticals, Inc.: Bylaws amended and restated in their entirety in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Theseus Pharmaceuticals, Inc.: Certificate of incorporation amended and restated in its entirety in connection with the merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Theseus Pharmaceuticals, Inc. underwent a change of control involving Concentra Biosciences, LLC for $4.05 in cash per Share, plus one non-transferable contractual contingent value right per Share (closed 2024-02-14).
- Action
- change of control
- Counterparty
- Concentra Biosciences, LLC
- Consideration
- $4.05 in cash per Share, plus one non-transferable contractual contingent value right per Share
- Closing
- 2024-02-14
Exact text from the filing
2024, Merger Sub completed a tender offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.0001 per share (the “ Shares ”), in exchange for (i) $4.05 in cash per Share (the “ Cash Amount ”), plus (ii) one non-transferable contractual contingent value right per Share (each, a “ CVR ” and each CVR together with the Cash Amount,
View on SEC.gov
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