8-K
filed October 11, 2023, 7:59 PM ET
CIK 0001621443
M&A
confidence high
sentiment neutral
materiality 0.95
Zynerba Pharmaceuticals, Inc.: M&A transaction — Zynerba acquired by Harmony for $1.1059/share cash plus CVR worth up to $2.5444
Zynerba Pharmaceuticals, Inc.
- Each Zynerba share converted into $1.1059 cash plus one CVR with max potential payments of $2.5444 per share.
- CVR milestones include $15M for RECONNECT trial completion by June 2026; up to $30M for meeting primary endpoint with statistical significance.
- Additional CVR milestones: $35M for first NDA approval, $15M for second; $15M for $250M cumulative net sales, $30M for $500M.
- Change in control: Zynerba became wholly owned by Harmony; board and officers replaced by Harmony designees.
- Shares to be delisted from Nasdaq; company intends to deregister under Section 12(g) of Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christian Ulrich was appointed as Secretary at Zynerba Pharmaceuticals, Inc..
- Action
- became
- Role
- Secretary
Exact text from the filing
Sandip Kapadia and Christian Ulrich , the Chief Executive Officer and Secretary, respectively, of Purchaser immediately prior to the Effective Time, became the (i) President, Chief Executive Officer and Chief Financial Officer and (ii) Secretary, respectively, of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandip Kapadia was appointed as director at Zynerba Pharmaceuticals, Inc..
- Action
- became
- Role
- director
Exact text from the filing
each of Sandip Kapadia and Christian Ulrich , each a director of Purchaser immediately prior to the Effective Time, became a director of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandip Kapadia was appointed as President, Chief Executive Officer and Chief Financial Officer at Zynerba Pharmaceuticals, Inc..
- Action
- became
- Role
- President, Chief Executive Officer and Chief Financial Officer
Exact text from the filing
Sandip Kapadia and Christian Ulrich , the Chief Executive Officer and Secretary, respectively, of Purchaser immediately prior to the Effective Time, became the (i) President, Chief Executive Officer and Chief Financial Officer and (ii) Secretary, respectively, of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christian Ulrich was appointed as director at Zynerba Pharmaceuticals, Inc..
- Action
- became
- Role
- director
Exact text from the filing
each of Sandip Kapadia and Christian Ulrich , each a director of Purchaser immediately prior to the Effective Time, became a director of the Surviving Corporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Zynerba Pharmaceuticals, Inc.: Certificate of incorporation amended and restated.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Zynerba Pharmaceuticals, Inc. underwent a change of control involving Harmony Biosciences Holdings, Inc. for $1.1059 per Share plus one contingent value right (closed 2023-10-10).
- Action
- change of control
- Counterparty
- Harmony Biosciences Holdings, Inc.
- Consideration
- $1.1059 per Share plus one contingent value right
- Closing
- 2023-10-10
Exact text from the filing
commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”), at a price of (i) $ 1.1059 per Share (the “Closing Amount”), in cash, subject to any applicable withholding of taxes and without interest, plus (ii) one contingent value right (each, a “CVR”) per Share ,
View on SEC.gov
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