8-K
filed December 1, 2022, 6:59 PM ET
CIK 0001273636
M&A
confidence high
sentiment neutral
materiality 1.00
APPLIED GENETIC TECHNOLOGIES CORP: M&A transaction — AGTC acquisition by Alliance Holdco completed; $0.34 cash plus CVR per share
APPLIED GENETIC TECHNOLOGIES CORP
- 36,359,379 shares (~53% of outstanding) validly tendered; merger closed under DGCL 251(h) without vote.
- Aggregate cash consideration ~$23.5M; each share gets $0.34 cash plus one CVR worth up to ~$0.73.
- All prior directors removed; new directors: Chris Hollowood, David Fellows, Ashwin Datt; Fellows President, Hollowood Treasurer/Secretary, Datt Assistant Secretary.
- Company requested Nasdaq delisting and intends to file Form 15 to terminate SEC reporting.
- Loan agreement with Hercules Capital terminated and all obligations repaid.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Robinson departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yehia Hashad departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Fellows was appointed as President at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- became officers
- Role
- President
Exact text from the filing
David Fellows, Chris Hollowood and Ashwin Datt, each an officer of the Purchaser immediately prior to the Effective Time, became officers of the Company, with (i) Mr. Fellows as President, (ii) Dr. Hollowood as Treasurer and Secretary, and (iii) Mr. Datt as Assistant Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Hollowood was appointed as Treasurer and Secretary at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- became officers
- Role
- Treasurer and Secretary
Exact text from the filing
David Fellows, Chris Hollowood and Ashwin Datt, each an officer of the Purchaser immediately prior to the Effective Time, became officers of the Company, with (i) Mr. Fellows as President, (ii) Dr. Hollowood as Treasurer and Secretary, and (iii) Mr. Datt as Assistant Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ashwin Datt was appointed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- became directors
- Role
- Director
Exact text from the filing
Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Koenig departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Aliski departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ashwin Datt was appointed as Assistant Secretary at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- became officers
- Role
- Assistant Secretary
Exact text from the filing
David Fellows, Chris Hollowood and Ashwin Datt, each an officer of the Purchaser immediately prior to the Effective Time, became officers of the Company, with (i) Mr. Fellows as President, (ii) Dr. Hollowood as Treasurer and Secretary, and (iii) Mr. Datt as Assistant Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Washer departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Hollowood was appointed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- became directors
- Role
- Director
Exact text from the filing
Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anne VanLent departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Rosen departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward Hurwitz departed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Fellows was appointed as Director at APPLIED GENETIC TECHNOLOGIES CORP.
- Action
- became directors
- Role
- Director
Exact text from the filing
Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
APPLIED GENETIC TECHNOLOGIES CORP: Bylaws were amended and restated in their entirety effective as of immediately following the Effective Time pursuant to the Merger Agreement.
- Change
- bylaw amendment
Exact text from the filing
and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
APPLIED GENETIC TECHNOLOGIES CORP: Certificate of incorporation was amended and restated in its entirety effective as of the Effective Time pursuant to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
APPLIED GENETIC TECHNOLOGIES CORP underwent a change of control involving Alliance Holdco Limited for $0.34 per share of Common Stock and one contingent value right per share (closed 2022-11-30).
- Action
- change of control
- Counterparty
- Alliance Holdco Limited
- Consideration
- $0.34 per share of Common Stock and one contingent value right per share
- Closing
- 2022-11-30
Exact text from the filing
of the Company by the Parent through a tender offer (the “ Offer ”) by the Purchaser for all of the Company’s outstanding shares of common stock (“ Common Stock ”) for: (1) $0.34 per share of Common Stock, without interest and less any applicable withholding taxes (the “ Cash Consideration ”); and (2) one contingent value right (each a “ CVR ”) per share
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
APPLIED GENETIC TECHNOLOGIES CORP terminated Loan Agreement with Hercules Capital, Inc. (as administrative agent) and the lenders (effective 2022-12-01).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Hercules Capital, Inc. (as administrative agent) and the lenders
- Effective
- 2022-12-01
Exact text from the filing
On December 1, 2022, in connection with the consummation of the Merger, the Company terminated the Loan and Security Agreement, dated as of June 30, 2020, by and among the Company, the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the “ Lenders ”), and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and the Lenders, as amended on May 13, 2021 (the “ Loan Agreement ”), and terminated all commitments under the Loan Agreement and repaid in full all obligations under the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), other than any other obligations which, by the express terms of the Loan Agreement and the other Loan Documents, survive the termination of the Loan Agreement and the other Loan Documents and the repayment in full of the obligations.
View on SEC.gov
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