8-K
filed August 11, 2023, 7:59 PM ET
CIK 0001821323
M&A
confidence high
sentiment neutral
materiality 0.90
Sigilon Therapeutics, Inc.: M&A transaction — Sigilon Therapeutics acquired by Eli Lilly for $14.92/share plus CVR; stock to be delisted
Sigilon Therapeutics, Inc.
- Tender offer closed with 68.23% of shares tendered; together with parent shares, 76.61% of outstanding shares.
- Each share received $14.92 cash plus one contingent value right (CVR) with potential payments up to $111.64.
- All directors and executive officers resigned; replaced by Eli Lilly designees.
- Nasdaq delisting requested; company intends to file Form 15 to suspend SEC reporting.
- Merger completed under DGCL Section 251(h) without stockholder vote.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Thompson was appointed as Treasurer at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Katie Lodato was appointed as Assistant Treasurer at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Assistant Treasurer
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip L. Johnson was appointed as President at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Thompson was appointed as Director at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson, the directors of Purchaser immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Cox resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Groff was appointed as Assistant Secretary at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Assistant Secretary
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert R. Ruffolo, Jr., Ph.D. resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip L. Johnson was appointed as Director at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson, the directors of Purchaser immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gordon J. Brooks was appointed as Director at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson, Gordon J. Brooks, Michael C. Thompson, the directors of Purchaser immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen N. Oesterle, M.D. resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Anderson was appointed as Secretary at Sigilon Therapeutics, Inc..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Philip L. Johnson as President, Michael C. Thompson as Treasurer, Katie Lodato as Assistant Treasurer, Christopher Anderson as Secretary, and Jonathan Groff as Assistant Secretary, the executive officers of Purchaser immediately prior to the Effective Time, became the executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kavita Patel, M.D. resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric D. Shaff resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rogerio Vivaldi Coelho, M.D. resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas G. Cole, M.D. resigned as director at Sigilon Therapeutics, Inc..
- Action
- resigned
Exact text from the filing
each of the directors of the Company (Rogerio Vivaldi Coelho, M.D., Douglas G. Cole, M.D., John Cox, Stephen N. Oesterle, M.D., Kavita Patel, M.D., Robert R. Ruffolo, Jr., Ph.D. and Eric D. Shaff) resigned as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sigilon Therapeutics, Inc.: Amended and restated bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
and the Company’s amended and restated bylaws were amended and restated in their entirety as set forth on Annex III to the Merger Agreement (the “Amended and Restated Bylaws”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sigilon Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s amended and restated certificate of incorporation was amended and restated in its entirety as set forth on Annex II to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Sigilon Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $14.92 per Share in cash plus one contingent value right per Share (closed 2023-08-11).
- Action
- change of control
- Counterparty
- Eli Lilly and Company
- Consideration
- $14.92 per Share in cash plus one contingent value right per Share
- Closing
- 2023-08-11
Exact text from the filing
to purchase any and all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.001 per Share (the “Common Stock”), of the Company in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest (the “Closing Amount”), plus one contingent value right per Share (each a “CVR”), which represents the contractual
View on SEC.gov
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