8-K
filed August 31, 2023, 7:59 PM ET
CIK 0001822711
M&A
confidence high
sentiment neutral
materiality 0.90
PARDES BIOSCIENCES, INC.: M&A transaction — Pardes Biosciences acquired by Foresite Capital affiliate for $2.13/share plus CVR; delisted from Nasdaq
PARDES BIOSCIENCES, INC.
- Tender offer expired Aug 30, 2023; 37,836,066 shares (~60.9% of outstanding) validly tendered.
- Shareholders received $2.13 cash per share plus a non-tradeable CVR linked to future monetization of COVID-19 antiviral assets.
- After the tender close, Merger Sub merged with Pardes; company became wholly owned subsidiary of MediPacific (Foresite Capital).
- All shares ceased trading on Nasdaq prior to Aug 31, 2023; deregistration intended.
- Board of directors resigned; new directors from Merger Sub include James B. Tananbaum and Dennis D. Ryan.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James B. Tananbaum was appointed as Director, President and Chief Executive Officer at PARDES BIOSCIENCES, INC..
- Action
- appointed
- Role
- Director, President and Chief Executive Officer
Exact text from the filing
The directors and officers of Merger Sub immediately prior to the Effective Time were James B. Tananbaum, Director, President and Chief Executive Officer, and Dennis D. Ryan, director, Chief Financial Officer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah M. Autor resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Auerbach resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dennis D. Ryan was appointed as Director, Chief Financial Officer and Secretary at PARDES BIOSCIENCES, INC..
- Action
- appointed
- Role
- Director, Chief Financial Officer and Secretary
Exact text from the filing
The directors and officers of Merger Sub immediately prior to the Effective Time were James B. Tananbaum, Director, President and Chief Executive Officer, and Dennis D. Ryan, director, Chief Financial Officer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Varney resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John C. Pottage Jr. resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurie Smaldone Alsup resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura J. Hamill resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas G. Wiggans resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Jay Lobell resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Uri A. Lopatin resigned as Director at PARDES BIOSCIENCES, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas G. Wiggans, Uri A. Lopatin, M.D, Mark Auerbach, Deborah M. Autor, J.D., Laura J. Hamill, J. Jay Lobell, John C. Pottage Jr., M.D., Laurie Smaldone Alsup, M.D. and Michael Varney 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
PARDES BIOSCIENCES, INC.: The bylaws were amended and restated in their entirety (effective 2023-08-31).
- Change
- bylaw amendment
- Effective
- 2023-08-31
Exact text from the filing
on August 31, 2023, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, copies of which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PARDES BIOSCIENCES, INC.: The certificate of incorporation was amended and restated in its entirety (effective 2023-08-31).
- Change
- charter amendment
- Effective
- 2023-08-31
Exact text from the filing
on August 31, 2023, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, copies of which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PARDES BIOSCIENCES, INC. underwent a change of control involving MediPacific, Inc., MediPacific Sub, Inc. for the Offer Price (i) $2.13 per share of Common Stock (the "Cash Amount") and (ii) one contingent value right (a "CVR") (closed 2023-08-31).
- Action
- change of control
- Counterparty
- MediPacific, Inc., MediPacific Sub, Inc.
- Consideration
- the Offer Price (i) $2.13 per share of Common Stock (the "Cash Amount") and (ii) one contingent value right (a "CVR")
- Closing
- 2023-08-31
Exact text from the filing
Merger Sub commenced a tender offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), in exchange for (i) $2.13 per share of Common Stock (the “Cash Amount”) and (ii) one contingent value right (a “CVR”) associated with any future monetization of the Company’s antiviral drug development
View on SEC.gov
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