8-K
filed December 19, 2022, 6:59 PM ET
ticker INTI
CIK 0001042418
litigation
confidence high
sentiment positive
materiality 0.90
Inhibitor Therapeutics, Inc. (INTI): M&A transaction — Inhibitor Therapeutics settles derivative and class actions, appoints new CEO and board
Inhibitor Therapeutics, Inc.
- Settlement provides $14.25M cash payment to company from Mayne Pharma's D&O insurance.
- Mayne Pharma surrenders all equity and forgives certain debts owed by the company.
- Directors and officers resigned; stock options and warrants cancelled.
- Francis O'Donnell appointed Executive Chairman and CEO; new board members appointed.
- Third Amended Supply and License Agreement terminated; company retains royalty on SUBA-Itraconazole sales.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stefan J. Cross resigned as Director at Inhibitor Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, W. Mark Watson, Stefan J. Cross, Dr. R. Dana Ono, and Robert D. Martin (collectively, the “Resigning Directors”) gave notice of the Company of their resignation from the Board to be effective on December 13, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
W. Mark Watson resigned as Director at Inhibitor Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, W. Mark Watson, Stefan J. Cross, Dr. R. Dana Ono, and Robert D. Martin (collectively, the “Resigning Directors”) gave notice of the Company of their resignation from the Board to be effective on December 13, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Nicholas J. Virca resigned as other_named_officer at Inhibitor Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, Nicholas J. Virca and Garrison J. Hasara (collectively, the “Resigning Officers”) gave notice of the Company of their resignation from their officer positions to be effective on December 13, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Francis E. O'Donnell, Jr. was appointed as Chief Executive Officer at Inhibitor Therapeutics, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
On December 13, 2022, the Board of the Company appointed Francis E. O’Donnell, Jr., M.D. as Executive Chairman of its Board and as Chief Executive Officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Garrison J. Hasara resigned as other_named_officer at Inhibitor Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, Nicholas J. Virca and Garrison J. Hasara (collectively, the “Resigning Officers”) gave notice of the Company of their resignation from their officer positions to be effective on December 13, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert D. Martin resigned as Director at Inhibitor Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, W. Mark Watson, Stefan J. Cross, Dr. R. Dana Ono, and Robert D. Martin (collectively, the “Resigning Directors”) gave notice of the Company of their resignation from the Board to be effective on December 13, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Francis E. O'Donnell, Jr. was appointed as Executive Chairman at Inhibitor Therapeutics, Inc..
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
On December 13, 2022, the Board of the Company appointed Francis E. O’Donnell, Jr., M.D. as Executive Chairman of its Board and as Chief Executive Officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. R. Dana Ono resigned as Director at Inhibitor Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 10, 2022, and in furtherance of the transactions contemplated by the Settlement Agreement, W. Mark Watson, Stefan J. Cross, Dr. R. Dana Ono, and Robert D. Martin (collectively, the “Resigning Directors”) gave notice of the Company of their resignation from the Board to be effective on December 13, 2022.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Inhibitor Therapeutics, Inc. underwent a change of control involving Mayne Pharma Ventures Pty Ltd. (closed 2022-12-13).
- Action
- change of control
- Counterparty
- Mayne Pharma Ventures Pty Ltd.
- Closing
- 2022-12-13
Exact text from the filing
the Board of the Company has concluded that a change of control of the Company occurred on December 13, 2022.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Inhibitor Therapeutics, Inc. terminated Third Amended and Restated Supply and License Agreement with Mayne Pharma Ventures Pty Ltd..
- Action
- termination
- Agreement
- supply
- Counterparty
- Mayne Pharma Ventures Pty Ltd.
Exact text from the filing
Due to the events described in Items 1.01 of this Current Report on Form 8-K, the Company and Mayne Pharma terminated the Third Amended and Restated Supply and License Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Inhibitor Therapeutics, Inc. entered into Stipulation and Agreement of Compromise, Settlement, and Release with Mayne Pharma Ventures Pty Ltd., Hedgepath LLC, Samuel P. Sears, and the Individual Defendants valued at $14,250,000 in cash (effective 2022-09-09).
- Action
- entry
- Agreement
- settlement
- Counterparty
- Mayne Pharma Ventures Pty Ltd., Hedgepath LLC, Samuel P. Sears, and the Individual Defendants
- Value
- $14,250,000 in cash
- Effective
- 2022-09-09
Exact text from the filing
On September 9, 2022, HPLLC, Sears, the Company, the Individual Defendants and Mayne Pharma entered into a Stipulation and Agreement of Compromise, Settlement, and Release, dated and filed with the Court (together with the exhibits thereto, the “Settlement Agreement”), which the Court approved, and the Settlement Agreement went into effect on December 13, 2022 (the “Effective Date”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Inhibitor Therapeutics, Inc. entered into License Agreement with Mayne Pharma Ventures Pty Ltd. (effective 2022-12-13).
- Action
- entry
- Agreement
- license
- Counterparty
- Mayne Pharma Ventures Pty Ltd.
- Effective
- 2022-12-13
Exact text from the filing
Additionally, on the Effective Date, the Company and Mayne entered into a license agreement (the “License Agreement”) pursuant to which the Company grants Mayne a worldwide, royalty-free, nonexclusive, perpetual, irrevocable license to certain of the Company’s Patents (as defined in the License Agreement) to the extent they relate to or have potential application in connection with the Product (as defined in the License Agreement).
View on SEC.gov
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