secwatch / observer
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.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Clare Ozawa

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Ali Behbahani

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Michael G. Atieh

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Benjamin Tsai

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Aimee Weisner

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

George Eliades

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Mark Murray

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Donald Santel

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.
Departed

Jeffrey Nau

Director
Oyster Point Pharma, Inc.
Effective
2023-01-03
Filed
January 13, 2023, 6:59 PM ET
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.

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

Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-23-008477
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