--- 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" generated_at: "2026-06-14T05:05:48.472208+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Satsuma Pharmaceuticals acquired by Shin Nippon Biomedical for $0.91/share plus CVR; total cash ~$27.7M ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-163082 - form_type: 8-K - cik: 0001692830 - company_name: Satsuma Pharmaceuticals, Inc. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-163082 - JSON: https://secwatch.observer/filing/0001193125-23-163082.json - Plain text: https://secwatch.observer/filing/0001193125-23-163082.txt ## Key facts - Executive change Rajeev Shah departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Akihisa Mori was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: became - Role: Member of the Board of Directors source text: Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Tom O'Neil departed as Chief Financial Officer at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Chief Financial Officer source text: Tom O'Neil ceased serving as Chief Financial Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Tom Soloway departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Ryoichi Nagata was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: became - Role: Member of the Board of Directors source text: Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change John Kollins departed as President and Chief Executive Officer at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: President and Chief Executive Officer source text: John Kollins ceased serving as President and Chief Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Shuichi Kanazashi was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: became - Role: Member of the Board of Directors source text: Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change John Kollins departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Michael Riebe departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Elisabeth Sandoval Little departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Shinji Nitanda was appointed as Secretary at Satsuma Pharmaceuticals, Inc.. - Action: appointed - Role: Secretary source text: Shinji Nitanda – Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Heath Lukatch departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Thomas B. King departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Mutya Harsch departed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: ceased serving - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Ryoichi Nagata was appointed as President at Satsuma Pharmaceuticals, Inc.. - Action: appointed - Role: President source text: Ryoichi Nagata – President evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Executive change Shunji Haruta was appointed as Member of the Board of Directors at Satsuma Pharmaceuticals, Inc.. - Action: became - Role: Member of the Board of Directors source text: Ryoichi Nagata, Shuichi Kanazashi, Shunji Haruta and Akihisa Mori became the members of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Governance Changes 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. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Governance Changes 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. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - M&A Transactions 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). - Action: change of control - Counterparty: Shin Nippon Biomedical Laboratories, Ltd. - Consideration: $0.91 per Share and one non-transferable contractual contingent value right (a "CVR") per Share - Closing: 2023-06-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Material Agreements Satsuma Pharmaceuticals, Inc. terminated 2019 Incentive Award Plan with Satsuma Pharmaceuticals, Inc. valued at Terminated upon Merger consummation (effective 2023-06-08). - Action: termination - Agreement: equity purchase - Counterparty: Satsuma Pharmaceuticals, Inc. - Value: Terminated upon Merger consummation - Effective: 2023-06-08 source text: the Company terminated the Company’s 2016 Equity Incentive Plan, 2019 Incentive Award Plan and 2019 Employee Stock Purchase Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Material Agreements Satsuma Pharmaceuticals, Inc. terminated 2016 Equity Incentive Plan with Satsuma Pharmaceuticals, Inc. valued at Terminated upon Merger consummation (effective 2023-06-08). - Action: termination - Agreement: equity purchase - Counterparty: Satsuma Pharmaceuticals, Inc. - Value: Terminated upon Merger consummation - Effective: 2023-06-08 source text: the Company terminated the Company’s 2016 Equity Incentive Plan, 2019 Incentive Award Plan and 2019 Employee Stock Purchase Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Material Agreements Satsuma Pharmaceuticals, Inc. terminated 2019 Employee Stock Purchase Plan with Satsuma Pharmaceuticals, Inc. valued at Terminated upon Merger consummation (effective 2023-06-08). - Action: termination - Agreement: equity purchase - Counterparty: Satsuma Pharmaceuticals, Inc. - Value: Terminated upon Merger consummation - Effective: 2023-06-08 source text: the Company terminated the Company’s 2016 Equity Incentive Plan, 2019 Incentive Award Plan and 2019 Employee Stock Purchase Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm - Material Agreements Satsuma Pharmaceuticals, Inc. terminated Sales Agreement with Virtu Americas LLC valued at Termination of at-the-market offering facility (effective 2023-06-06). - Action: termination - Agreement: equity purchase - Counterparty: Virtu Americas LLC - Value: Termination of at-the-market offering facility - Effective: 2023-06-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1692830/000119312523163082/0001193125-23-163082-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.