---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-270962"
form_type: "8-K"
ticker: "SPRY"
cik: "0001671858"
company_name: "ARS Pharmaceuticals, Inc."
filed_at: "2022-10-27T23:59:59+00:00"
generated_at: "2026-06-23T00:05:04.806355+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-22-270962
- form_type: 8-K
- ticker: SPRY
- cik: 0001671858
- company_name: ARS Pharmaceuticals, Inc.
- filed_at: 2022-10-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1671858/000119312522270962/0001193125-22-270962-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1671858/000119312522270962/d416966d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-270962
- JSON: https://secwatch.observer/filing/0001193125-22-270962.json
- Plain text: https://secwatch.observer/filing/0001193125-22-270962.txt

## Key facts
- Material Agreements
  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
  source text: 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1671858/000119312522270962/0001193125-22-270962-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.