8-K
filed June 16, 2023, 7:59 PM ET
CIK 0001718852
M&A
confidence high
sentiment neutral
materiality 1.00
Prometheus Biosciences, Inc.: M&A transaction — Merck completes acquisition of Prometheus Biosciences for $200/share
Prometheus Biosciences, Inc.
- Merger closed June 16, 2023; Prometheus stockholders received $200 cash per share.
- Prometheus becomes wholly owned subsidiary of Merck; trading suspended, delisting from Nasdaq initiated.
- All prior directors and executive officers replaced by Merck designees; charter and bylaws amended.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Hendrix, Ph.D. resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rita Karachun was appointed as Director at Prometheus Biosciences, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
At the Effective Time, Jon Filderman, Rita Karachun and Aaron Rosenberg, each a director of Merger Sub immediately prior to the Effective Time, became directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keith W. Marshall, Ph.D. departed as Executive Officer at Prometheus Biosciences, Inc..
- Action
- ceased
- Role
- Executive Officer
Exact text from the filing
Mark C. McKenna, Keith W. Marshall, Ph.D. and Mark Stenhouse ceased to be executive officers of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aaron Rosenberg was appointed as Director at Prometheus Biosciences, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
At the Effective Time, Jon Filderman, Rita Karachun and Aaron Rosenberg, each a director of Merger Sub immediately prior to the Effective Time, became directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Szela resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark C. McKenna resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon Filderman was appointed as Director at Prometheus Biosciences, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
At the Effective Time, Jon Filderman, Rita Karachun and Aaron Rosenberg, each a director of Merger Sub immediately prior to the Effective Time, became directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Fred Hassan resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Helen C. Adams resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark C. McKenna departed as Executive Officer at Prometheus Biosciences, Inc..
- Action
- ceased
- Role
- Executive Officer
Exact text from the filing
Mark C. McKenna, Keith W. Marshall, Ph.D. and Mark Stenhouse ceased to be executive officers of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Judith L. Swain, M.D. resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph C. Papa resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Stenhouse departed as Executive Officer at Prometheus Biosciences, Inc..
- Action
- ceased
- Role
- Executive Officer
Exact text from the filing
Mark C. McKenna, Keith W. Marshall, Ph.D. and Mark Stenhouse ceased to be executive officers of Prometheus.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Laur resigned as Director at Prometheus Biosciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Prometheus Biosciences, Inc. underwent a change of control involving Merck & Co., Inc. for $200.00 per share in cash (closed 2023-06-16).
- Action
- change of control
- Counterparty
- Merck & Co., Inc.
- Consideration
- $200.00 per share in cash
- Closing
- 2023-06-16
Exact text from the filing
to demand and have properly and validly demanded their appraisal rights under Delaware law, was canceled and extinguished and automatically converted into the right to receive $200.00 per share in cash (the “Merger Consideration”), without interest and subject to any applicable withholding taxes. In addition, at the Effective Time, (i) each outstanding
View on SEC.gov
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