{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-008477","form_type":"8-K/A","ticker":null,"cik":"0001720725","company_name":"Oyster Point Pharma, Inc.","filed_at":"2023-01-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.303367+00:00","generated_at":"2026-06-20T15:22:55.649971+00:00","sec_items":["1.02","2.01","3.01","3.03","5.03","5.01","5.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Oyster Point corrects OrbiMed loan payoff to $112.2M (was $298.8M); Viatris merger closes","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-008477","json":"https://secwatch.observer/filing/0001193125-23-008477.json","markdown":"https://secwatch.observer/filing/0001193125-23-008477.md","text":"https://secwatch.observer/filing/0001193125-23-008477.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/d773804d8ka.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T15:22:55.649971+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"49dc7bcf6f","claim":"Clare Ozawa resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"606e601493","claim":"Ali Behbahani resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6e3fa15f06","claim":"Michael G. Atieh resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7e5385aa0c","claim":"Benjamin Tsai resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"900744b894","claim":"Aimee Weisner resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"911295f87f","claim":"George Eliades resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c0e130985a","claim":"Mark Murray resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ddac6e0c56","claim":"Donald Santel resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f65bf5c0b6","claim":"Jeffrey Nau resigned as Director at Oyster Point Pharma, Inc..","evidence_excerpt":"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_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c8511b197704fc691ba48f4a68e2c1290df66c94","claim":"Oyster Point Pharma, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger consummation.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.7,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"ffb5e216ac4900bcb3db61d069beb03a3c701b52","claim":"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).","evidence_excerpt":"(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_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Viatris Inc."},{"label":"Consideration","value":"$11.00 per share in cash plus contingent value rights"},{"label":"Closing","value":"2023-01-03"}],"fact_type":"ma_transaction"},{"claim_id":"a4d3c6eef93fd43133abf207848784457743cbde","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"OrbiMed Royalty & Credit Opportunities III, LP"},{"label":"Value","value":"approximately $112.2 million"},{"label":"Effective","value":"2023-01-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}