{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-163082","form_type":"8-K","ticker":null,"cik":"0001692830","company_name":"Satsuma Pharmaceuticals, Inc.","filed_at":"2023-06-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.076046+00:00","generated_at":"2026-06-14T05:05:48.472208+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Satsuma Pharmaceuticals acquired by Shin Nippon Biomedical for $0.91/share plus CVR; total cash ~$27.7M","bullets":["Tender offer closed with ~66.1% of fully-diluted shares tendered; merger completed June 8, 2023.","Stockholders received $0.91 per share in cash plus one non-transferable CVR; aggregate cash ~$27.7M.","Satsuma shares to be delisted from Nasdaq; company to deregister via Form 15.","Board replaced: former directors resigned; Ryoichi Nagata appointed President, John Kollins and Tom O'Neil departed.","Equity incentive plans, employee stock purchase plan, and ATM sales agreement terminated."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-163082","json":"https://secwatch.observer/filing/0001193125-23-163082.json","markdown":"https://secwatch.observer/filing/0001193125-23-163082.md","text":"https://secwatch.observer/filing/0001193125-23-163082.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/d516868d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T05:05:48.472208+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":"0692dd0e55","claim":"Rajeev Shah departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"0b66f19ea5","claim":"Akihisa Mori was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"0d69c8d4c8","claim":"Tom O'Neil departed as Chief Financial Officer at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Tom O'Neil ceased serving as Chief Financial Officer of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"1b5e7ef5ad","claim":"Tom Soloway departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"2a158d623b","claim":"Ryoichi Nagata was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"328db7ab66","claim":"John Kollins departed as President and Chief Executive Officer at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"John Kollins ceased serving as President and Chief Executive Officer of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"3768c82021","claim":"Shuichi Kanazashi was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"77f3422a34","claim":"John Kollins departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"7ebf4c788c","claim":"Michael Riebe departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"a6b6167b54","claim":"Elisabeth Sandoval Little departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"b202fc3f0f","claim":"Shinji Nitanda was appointed as Secretary at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Shinji Nitanda – Secretary","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Secretary"}],"fact_type":"executive_change"},{"claim_id":"d5f667b35d","claim":"Heath Lukatch departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"d8f07e9d21","claim":"Thomas B. King departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"d978def02d","claim":"Mutya Harsch departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"each of John Kollins, Elisabeth Sandoval Little, Heath Lukatch, Michael Riebe, Mutya Harsch, Rajeev Shah, Thomas B. King and Tom Soloway ceased serving as members of the Company’s board of directors at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"f32dedc7a2","claim":"Ryoichi Nagata was appointed as President at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Ryoichi Nagata – President","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"fda295afc4","claim":"Shunji Haruta was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc..","evidence_excerpt":"Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"48556dfadd0c0e6eda4f7cd0b07312b0511a0132","claim":"Satsuma Pharmaceuticals, Inc.: The Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety as the Fifth Amended and Restated Certificate of Incorporation.","evidence_excerpt":"the Company’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety as set forth in Exhibits to the Merger Agreement (the “Fifth Amended and Restated Certificate of Incorporation”)","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"5651d608ce6f0c905129b914b56d91c0c63dd229","claim":"Satsuma Pharmaceuticals, Inc.: The Company's Amended and Restated Bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time.","evidence_excerpt":"the Company’s Amended and Restated Bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"c9853759fadfd5d08ec386cd192434922e20bba2","claim":"Satsuma Pharmaceuticals, Inc. underwent a change of control involving Shin Nippon Biomedical Laboratories, Ltd. for $0.91 per Share and one non-transferable contractual contingent value right (a \"CVR\") per Share (closed 2023-06-08).","evidence_excerpt":"a tender offer (the “Offer”) to acquire all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) in exchange for (i) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (ii) one non-transferable contractual contingent value right (a “CVR”)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Shin Nippon Biomedical Laboratories, Ltd."},{"label":"Consideration","value":"$0.91 per Share and one non-transferable contractual contingent value right (a \"CVR\") per Share"},{"label":"Closing","value":"2023-06-08"}],"fact_type":"ma_transaction"},{"claim_id":"1af58c2b3afa1510e124b9fa8323c25b22b2fdf9","claim":"Satsuma Pharmaceuticals, Inc. terminated 2019 Incentive Award Plan with Satsuma Pharmaceuticals, Inc. valued at Terminated upon Merger consummation (effective 2023-06-08).","evidence_excerpt":"the Company terminated the Company’s 2016 Equity Incentive Plan, 2019 Incentive Award Plan and 2019 Employee Stock Purchase Plan.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Satsuma Pharmaceuticals, Inc."},{"label":"Value","value":"Terminated upon Merger consummation"},{"label":"Effective","value":"2023-06-08"}],"fact_type":"material_agreement"},{"claim_id":"7b2d688b7dddbcee1632af9f6333f1da5ef687d5","claim":"Satsuma Pharmaceuticals, Inc. terminated 2016 Equity Incentive Plan with Satsuma Pharmaceuticals, Inc. valued at Terminated upon Merger consummation (effective 2023-06-08).","evidence_excerpt":"the Company terminated the Company’s 2016 Equity Incentive Plan, 2019 Incentive Award Plan and 2019 Employee Stock Purchase Plan.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Satsuma Pharmaceuticals, Inc."},{"label":"Value","value":"Terminated upon Merger consummation"},{"label":"Effective","value":"2023-06-08"}],"fact_type":"material_agreement"},{"claim_id":"bd01c276e4749b6b314ef79af6d981a824c84bec","claim":"Satsuma Pharmaceuticals, Inc. terminated 2019 Employee Stock Purchase Plan with Satsuma Pharmaceuticals, Inc. valued at Terminated upon Merger consummation (effective 2023-06-08).","evidence_excerpt":"the Company terminated the Company’s 2016 Equity Incentive Plan, 2019 Incentive Award Plan and 2019 Employee Stock Purchase Plan.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Satsuma Pharmaceuticals, Inc."},{"label":"Value","value":"Terminated upon Merger consummation"},{"label":"Effective","value":"2023-06-08"}],"fact_type":"material_agreement"},{"claim_id":"f4485c011395ecd469e9fbc6fc72181724b255d8","claim":"Satsuma Pharmaceuticals, Inc. terminated Sales Agreement with Virtu Americas LLC valued at Termination of at-the-market offering facility (effective 2023-06-06).","evidence_excerpt":"As previously disclosed, on November 3, 2022, the Company entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time at the Company’s sole discretion, shares of its common stock, par value $0.0001 per share, through Virtu as its sales agent.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Virtu Americas LLC"},{"label":"Value","value":"Termination of at-the-market offering facility"},{"label":"Effective","value":"2023-06-06"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}