8-K/A
filed January 13, 2023, 6:59 PM ET
CIK 0001720725
other material
confidence high
sentiment neutral
materiality 0.70
Oyster Point Pharma, Inc.: M&A transaction — Oyster Point corrects OrbiMed loan payoff to $112.2M (was $298.8M); Viatris merger closes
Oyster Point Pharma, Inc.
- Aggregate payoff for OrbiMed Credit Agreement corrected to ~$112.2M; prior filing incorrectly stated ~$298.8M.
- Viatris subsidiary acquired all OYST shares for $11.00 cash plus up to $2.00 CVR per share; total consideration ~$298.8M (excl. CVRs).
- Merger closed Jan 3, 2023; shares delisted from Nasdaq; board replaced with Viatris appointees.
- Amended certificate of incorporation and bylaws effective at merger close.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Clare Ozawa resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ali Behbahani resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael G. Atieh resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Benjamin Tsai resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aimee Weisner resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George Eliades resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Murray resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Santel resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Nau resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
Oyster Point Pharma, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger consummation.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, in connection with the consummation of the Merger, the then in effect amended and restated certificate of incorporation and amended and restated bylaws of Oyster Point were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Oyster Point Pharma, Inc. underwent a change of control involving Viatris Inc. for $11.00 per share in cash plus contingent value rights (closed 2023-01-03).
- Action
- change of control
- Counterparty
- Viatris Inc.
- Consideration
- $11.00 per share in cash plus contingent value rights
- Closing
- 2023-01-03
Exact text from the filing
(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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Oyster Point Pharma, Inc. terminated OrbiMed Credit Agreement with OrbiMed Royalty & Credit Opportunities III, LP valued at approximately $112.2 million (effective 2023-01-03).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- OrbiMed Royalty & Credit Opportunities III, LP
- Value
- approximately $112.2 million
- Effective
- 2023-01-03
Exact text from the filing
On January 3, 2023 and in connection with the consummation of the Offer (as defined below) and the Merger (as defined below), Oyster Point prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under OrbiMed Credit Agreement.
View on SEC.gov
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