--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-000324" form_type: "8-K" ticker: null cik: "0001720725" company_name: "Oyster Point Pharma, Inc." filed_at: "2023-01-03T23:59:59+00:00" generated_at: "2026-06-20T20:56:59.340221+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Viatris acquires Oyster Point Pharma for $11/sh cash plus CVR; deal closed Jan 3, 2023 ## Summary - Viatris completes acquisition of Oyster Point for $11.00/sh cash plus CVR up to $2.00/sh. - Total cash consideration ~$298.8M (excluding CVR); OrbiMed debt of ~$298.8M repaid in full. - Approx. 85.3% of shares validly tendered prior to offer expiration; remaining shares converted in merger. - CVR milestones: $1/sh if 2022 net rev ≥$21.6M and Rxs ≥131,822; $2/sh if ≥$24.0M and 146,469 Rxs. - All pre-merger directors resigned; Oyster Point to be delisted from Nasdaq (symbol OYST). ## SEC filing metadata - accession: 0001193125-23-000324 - form_type: 8-K - cik: 0001720725 - company_name: Oyster Point Pharma, Inc. - filed_at: 2023-01-03T23:59:59+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, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/d438605d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-000324 - JSON: https://secwatch.observer/filing/0001193125-23-000324.json - Plain text: https://secwatch.observer/filing/0001193125-23-000324.txt ## Key facts - Executive change Clare Ozawa resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Michael G. Atieh resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Mark Murray resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Benjamin Tsai resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Aimee Weisner resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Ali Behbahani resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Jeffrey Nau resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change George Eliades resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Executive change Donald Santel resigned as Director at Oyster Point Pharma, Inc.. - Action: resigned - Role: Director source text: In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - M&A Transactions Oyster Point Pharma, Inc. underwent a change of control involving Viatris Inc. for $11.00 per share in cash plus one contingent value right payment per share (closed 2023-01-03). - Action: change of control - Counterparty: Viatris Inc. - Consideration: $11.00 per share in cash plus one contingent value right payment per share - Closing: 2023-01-03 source text: (the “Offer”) to acquire all of the outstanding shares of common stock of Oyster Point, par value $0.001 per share (the shares thereof being referred to as the “Shares”) for (i) $11.00 per share in cash (the “Cash Amount”) plus (ii) the right to receive one contingent value right payment (“CVR)” per share, which represents the right to receive a Milestone evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm - Material Agreements Oyster Point Pharma, Inc. terminated OrbiMed Credit Agreement with OrbiMed Royalty & Credit Opportunities III, LP valued at approximately $298.8 million (effective 2023-01-03). - Action: termination - Agreement: credit facility - Counterparty: OrbiMed Royalty & Credit Opportunities III, LP - Value: approximately $298.8 million - Effective: 2023-01-03 source text: On January 3, 2023 and in connection with the consummation of the Offer (as defined below) and the Merger (as defined below), Oyster Point Pharma, Inc. (“Oyster Point”) prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under the Credit Agreement and Guaranty, dated as of August 5, 2021, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and OrbiMed Royalty & Credit Opportunities III, LP (as amended from time to time, the “OrbiMed Credit Agreement”). The aggregate payoff amount was approximately $298.8 million (the “Payoff Amount”) and, upon payment of the Payoff Amount, the obligations of Oyster Point to the lenders thereunder were satisfied in full, the OrbiMed Credit Agreement and all related loan documents were terminated and all liens and security interests granted thereunder were released and terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523000324/0001193125-23-000324-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.