--- 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" generated_at: "2026-06-20T15:22:55.649971+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Oyster Point corrects OrbiMed loan payoff to $112.2M (was $298.8M); Viatris merger closes ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-008477 - form_type: 8-K/A - cik: 0001720725 - company_name: Oyster Point Pharma, Inc. - filed_at: 2023-01-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - 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/1720725/000119312523008477/0001193125-23-008477-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/d773804d8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-008477 - JSON: https://secwatch.observer/filing/0001193125-23-008477.json - Plain text: https://secwatch.observer/filing/0001193125-23-008477.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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-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/1720725/000119312523008477/0001193125-23-008477-index.htm - Governance Changes Oyster Point Pharma, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger consummation. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-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 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 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/1720725/000119312523008477/0001193125-23-008477-index.htm - Material Agreements 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 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 prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under OrbiMed Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1720725/000119312523008477/0001193125-23-008477-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.