8-K
filed November 7, 2022, 6:59 PM ET
ticker OABI
CIK 0001846253
M&A
confidence high
sentiment neutral
materiality 0.85
OmniAb, Inc. (OABI): M&A transaction — OmniAb completes business combination with Avista Public Acquisition Corp. II, begins trading on Nasdaq
OmniAb, Inc.
- Business combination closed on Nov 1, 2022; APAC domesticated as OmniAb, Inc. (DE) and merged with Legacy OmniAb.
- Redemption of 21.7M APAC shares at ~$10.32/share consumed $224M from trust; remaining ~$13.3M transferred to OmniAb.
- Sponsor purchased 10.2M shares and 3.1M warrants for $101.7M via Forward Purchase and Redemption Backstop.
- Legacy OmniAb shareholders received 82.6M OmniAb shares + 15M earnout shares; earnout vests at $12.50 and $15.00 VWAP.
- OmniAb common stock (OABI) and warrants (OABIW) started trading on Nasdaq on Nov 2, 2022.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OmniAb, Inc.: Company ceased being a shell company due to business combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
OmniAb, Inc. underwent a change of control involving Ligand Pharmaceuticals Incorporated for Each share of Legacy OmniAb common stock converted into 4.90007 shares of OmniAb common stock and 0.75842 earnout shares. (closed 2022-11-01).
- Action
- change of control
- Counterparty
- Ligand Pharmaceuticals Incorporated
- Consideration
- Each share of Legacy OmniAb common stock converted into 4.90007 shares of OmniAb common stock and 0.75842 earnout shares.
- Closing
- 2022-11-01
Exact text from the filing
upon the consummation of the Merger, each outstanding share of Legacy OmniAb Common Stock (other than treasury shares) was cancelled in exchange for the right to receive 4.90007 shares of OmniAb Common Stock and 0.75842 shares of OmniAb Common Stock subject to certain price-based earnout triggers (the “Earnout Shares”). In addition, all outstanding Legacy
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
OmniAb, Inc. completed an acquisition involving Ligand Pharmaceuticals Incorporated for Each share of Legacy OmniAb common stock converted into 4.90007 shares of OmniAb common stock and 0.75842 earnout shares. (closed 2022-11-01).
- Action
- acquisition
- Counterparty
- Ligand Pharmaceuticals Incorporated
- Consideration
- Each share of Legacy OmniAb common stock converted into 4.90007 shares of OmniAb common stock and 0.75842 earnout shares.
- Closing
- 2022-11-01
Exact text from the filing
upon the consummation of the Merger, each outstanding share of Legacy OmniAb Common Stock (other than treasury shares) was cancelled in exchange for the right to receive 4.90007 shares of OmniAb Common Stock and 0.75842 shares of OmniAb Common Stock subject to certain price-based earnout triggers (the “Earnout Shares”). In addition, all outstanding Legacy
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
OmniAb, Inc. entered into Agreement and Plan of Merger with APAC, Orwell Merger Sub Inc., Ligand, Legacy OmniAb (effective 2022-03-23).
- Action
- entry
- Agreement
- merger
- Counterparty
- APAC, Orwell Merger Sub Inc., Ligand, Legacy OmniAb
- Effective
- 2022-03-23
Exact text from the filing
APAC entered into the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2022, by and among APAC, Orwell Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of APAC (“Merger Sub”), Ligand and Legacy OmniAb
View on SEC.gov
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