Silverback amends merger agreement with ARS Pharma; raises net cash ceiling to $265M

ARS Pharmaceuticals, Inc.

Parent Net Cash condition revised: must be between $210M and $265M, increased from $255M ceiling.
If net cash exceeds $265M, Silverback may declare a dividend for excess amount to satisfy closing condition.
Parent Valuation definition updated: adds up to $25M of cash above $240M to equity value.
Amendment signed Oct 25, 2022; merger still subject to stockholder approval and other conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ARS Pharmaceuticals, Inc. amended Second Amendment to the Agreement and Plan of Merger and Reorganization with Silverback Therapeutics, Inc., Sabre Merger Sub, Inc., ARS Pharmaceuticals, Inc. (effective 2022-10-25).

Action: amendment
Agreement: merger
Counterparty: Silverback Therapeutics, Inc., Sabre Merger Sub, Inc., ARS Pharmaceuticals, Inc.
Effective: 2022-10-25

Exact text from the filing

On October 25, 2022, Silverback Therapeutics, Inc. (“Silverback”), Sabre Merger Sub, Inc. (“Merger Sub”) and ARS Pharmaceuticals, Inc. (“ARS Pharma”), entered into the Second Amendment (the “Amendment”) to the Agreement and Plan of Merger and Reorganization, dated as of July 21, 2022, as amended on August 11, 2022 (the “Merger Agreement”), by and among Silverback, Merger Sub and ARS Pharma, pursuant to which the parties agreed to amend the Merger Agreement as follows:

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ARS Pharmaceuticals, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-22-270962

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