--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-042430" form_type: "8-K" ticker: null cik: "0001337553" company_name: "AERIE PHARMACEUTICALS INC" filed_at: "2022-11-21T23:59:59+00:00" generated_at: "2026-06-21T14:54:15.851379+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Aerie Pharmaceuticals completes acquisition by Alcon for $15.25/share; stock to be delisted ## Summary - Merger closed Nov 21, 2022; Aerie shareholders receive $15.25 per share in cash. - Company to delist from Nasdaq and deregister securities under Exchange Act. - Board and management replaced; David Endicott named CEO, Timothy Stonesifer CFO. - Convertible notes amended; conversion consideration set at $15.25 cash per $1,000 principal. - Stockholders approved merger at special meeting on Nov 17, 2022. ## SEC filing metadata - accession: 0001140361-22-042430 - form_type: 8-K - cik: 0001337553 - company_name: AERIE PHARMACEUTICALS INC - filed_at: 2022-11-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/brhc10044372_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-042430 - JSON: https://secwatch.observer/filing/0001140361-22-042430.json - Plain text: https://secwatch.observer/filing/0001140361-22-042430.txt ## Key facts - Executive change John W. LaRocca resigned as general_counsel at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change David W. Gryska resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Raj Kannan resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Peter J. McDonnell resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Jonathan Balch was appointed as director at AERIE PHARMACEUTICALS INC. - Action: became source text: Jonathan Balch, Ian Bell, and Sergio Duplan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company following the consummation of the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Raj Kannan resigned as ceo at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Timothy Stonesifer was appointed as Chief Financial Officer at AERIE PHARMACEUTICALS INC. - Action: appointed - Role: Chief Financial Officer source text: David Endicott, Timothy Stonesifer and Royce Bedward were appointed as President and Chief Executive Officer, Chief Financial Officer, and General Counsel of the Company, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change David Endicott was appointed as President and Chief Executive Officer at AERIE PHARMACEUTICALS INC. - Action: appointed - Role: President and Chief Executive Officer source text: David Endicott, Timothy Stonesifer and Royce Bedward were appointed as President and Chief Executive Officer, Chief Financial Officer, and General Counsel of the Company, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Richard Croarkin resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Royce Bedward was appointed as General Counsel at AERIE PHARMACEUTICALS INC. - Action: appointed - Role: General Counsel source text: David Endicott, Timothy Stonesifer and Royce Bedward were appointed as President and Chief Executive Officer, Chief Financial Officer, and General Counsel of the Company, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Benjamin F. McGraw, III resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Casey C. Kopczynski resigned as other_named_officer at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Julie McHugh resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Sergio Duplan was appointed as director at AERIE PHARMACEUTICALS INC. - Action: became source text: Jonathan Balch, Ian Bell, and Sergio Duplan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company following the consummation of the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Ian Bell was appointed as director at AERIE PHARMACEUTICALS INC. - Action: became source text: Jonathan Balch, Ian Bell, and Sergio Duplan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company following the consummation of the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Mechiel (Michael) M. du Toit resigned as director at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the directors of the Company immediately prior to the Effective Time, Raj Kannan, Richard Croarkin, Mechiel (Michael) M. du Toit, David W. Gryska, Peter J. McDonnell, M.D., Benjamin F. McGraw, III, Pharm.D., and Julie McHugh, each resigned and ceased serving as members of the Company’s board of directors and each committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Executive change Peter Lang resigned as other_named_officer at AERIE PHARMACEUTICALS INC. - Action: resigned source text: the named executive officers of the Company immediately prior to the Effective Time, Raj Kannan, Peter Lang, Casey C. Kopczynski, Ph.D and John W. LaRocca, Esq., each resigned and ceased serving as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - M&A Transactions AERIE PHARMACEUTICALS INC underwent a change of control involving Alcon Research, LLC for $15.25 per Share in cash (closed 2022-11-21). - Action: change of control - Counterparty: Alcon Research, LLC - Consideration: $15.25 per Share in cash - Closing: 2022-11-21 source text: Agreement ”), dated as of August 22, 2022, by and among the Company, Alcon Research, LLC, a Delaware limited liability company (“ Parent ”), and Lyon evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm - Material Agreements AERIE PHARMACEUTICALS INC amended First Supplemental Indenture with Wilmington Trust, National Association valued at $316,250,000 (effective 2022-11-21). - Action: amendment - Agreement: notes offering - Counterparty: Wilmington Trust, National Association - Value: $316,250,000 - Effective: 2022-11-21 source text: the Company and Wilmington Trust, National Association, as trustee (the “ Trustee ”), entered into a First Supplemental Indenture (the “ First Supplemental Indenture ”), dated as of November 21 , 2022, which amends and supplements the Indenture evidence_url: https://www.sec.gov/Archives/edgar/data/1337553/000114036122042430/0001140361-22-042430-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.