--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-295981" form_type: "8-K" ticker: null cik: "0001273636" company_name: "APPLIED GENETIC TECHNOLOGIES CORP" filed_at: "2022-12-01T23:59:59+00:00" generated_at: "2026-06-21T10:38:35.848385+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # AGTC acquisition by Alliance Holdco completed; $0.34 cash plus CVR per share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-22-295981 - form_type: 8-K - cik: 0001273636 - company_name: APPLIED GENETIC TECHNOLOGIES CORP - filed_at: 2022-12-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/d384471d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-295981 - JSON: https://secwatch.observer/filing/0001193125-22-295981.json - Plain text: https://secwatch.observer/filing/0001193125-22-295981.txt ## Key facts - Executive change James Robinson departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Yehia Hashad departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change David Fellows was appointed as President at APPLIED GENETIC TECHNOLOGIES CORP. - Action: became officers - Role: President source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Chris Hollowood was appointed as Treasurer and Secretary at APPLIED GENETIC TECHNOLOGIES CORP. - Action: became officers - Role: Treasurer and Secretary source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Ashwin Datt was appointed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: became directors - Role: Director source text: Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Scott Koenig departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change William Aliski departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Ashwin Datt was appointed as Assistant Secretary at APPLIED GENETIC TECHNOLOGIES CORP. - Action: became officers - Role: Assistant Secretary source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Susan Washer departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Chris Hollowood was appointed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: became directors - Role: Director source text: Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Anne VanLent departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change James Rosen departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change Edward Hurwitz departed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Executive change David Fellows was appointed as Director at APPLIED GENETIC TECHNOLOGIES CORP. - Action: became directors - Role: Director source text: Chris Hollowood, David Fellows and Ashwin Datt, each a director of the Purchaser immediately prior to the Effective Time, became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Governance Changes 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 source text: and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1273636/000119312522295981/0001193125-22-295981-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.