8-K
filed April 17, 2023, 7:59 PM ET
CIK 0001692830
M&A
confidence high
sentiment positive
materiality 0.75
Satsuma Pharmaceuticals, Inc.: Nasdaq/NYSE listing notice — Satsuma Pharmaceuticals to be acquired for $0.91/share plus CVR by Shin Nippon Biomedical
Satsuma Pharmaceuticals, Inc.
- Satsuma to be acquired by Shin Nippon Biomedical Laboratories for $0.91 per share plus one contingent value right (CVR) per share.
- Tender offer to commence within 15 business days; closing conditioned on tender of majority of outstanding shares.
- Company received Nasdaq deficiency notice for bid price below $1.00 for 30 consecutive days; has until Oct 9, 2023 to cure.
- CEO John Kollins and CFO Tom O'Neil to be terminated effective upon closing of the merger; directors to resign.
- Termination fee of $905,136 payable by Satsuma under certain circumstances if deal fails.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
Satsuma Pharmaceuticals, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).
- Exchange
- nasdaq
- Notice
- deficiency notice
- Deficiency
- minimum bid price
- Rules
- 5450(a)(1), 5810(c)(3)(A)
Exact text from the filing
notifying the Company that, for the 30 consecutive business day period between February 27, 2023 through April 10, 2023, the Company’s Common Stock, had not maintained a minimum bid price of $1.00 per share, required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “ Minimum Bid Price Requirement ”). Nasdaq’s written notice does not result in the immediate delisting of the Common Stock from the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “ Compliance Period Rule ”), the Company has 180 calendar days, or until
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Kollins was terminated as President and Chief Executive Officer at Satsuma Pharmaceuticals, Inc..
- Action
- terminated
- Role
- President and Chief Executive Officer
Exact text from the filing
the Company will terminate the employment of each of John Kollins, President and Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tom O'Neil was terminated as Chief Financial Officer at Satsuma Pharmaceuticals, Inc..
- Action
- terminated
- Role
- Chief Financial Officer
Exact text from the filing
and Tom O'Neil, Chief Financial Officer of the Company
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Satsuma Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Shin Nippon Biomedical Laboratories, Ltd. and SNBL23 Merger Sub, Inc. valued at $0.91 (effective 2023-04-16).
- Action
- entry
- Agreement
- merger
- Counterparty
- Shin Nippon Biomedical Laboratories, Ltd. and SNBL23 Merger Sub, Inc.
- Value
- $0.91
- Effective
- 2023-04-16
Exact text from the filing
On April 16, 2023, Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (“ Parent ”) and SNBL23 Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“ Purchaser ”).
View on SEC.gov
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