8-K
filed September 25, 2023, 7:59 PM ET
CIK 0001656536
M&A
confidence high
sentiment neutral
materiality 0.75
Decibel Therapeutics, Inc.: M&A transaction — Regeneron completes acquisition of Decibel Therapeutics for $4.00/share plus CVR up to $3.50
Decibel Therapeutics, Inc.
- Cash consideration of $4.00/share plus up to $3.50/share in contingent value rights (CVR) tied to DB-OTO milestones.
- Tender offer accepted 19,797,530 shares (~86.12% of outstanding); merger completed under DGCL Section 251(h).
- Shares to be delisted from Nasdaq; Form 25 will be filed; registration to be terminated.
- All pre-merger directors resigned; replaced by Nouhad Husseini as sole director; officers replaced by Regeneron appointees.
- CVR milestones: $2.00 per CVR on DB-OTO fifth patient dosing by Dec 31, 2024; $1.50 on Registration Enabling Trial initiation.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurence Reid resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert E. Landry was appointed as Chief Financial Officer at Decibel Therapeutics, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Carson resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew Kapusta resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph J. LaRosa was appointed as Secretary at Decibel Therapeutics, Inc..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alison Finger resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Saraswathy Nochur resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leonard N. Brooks was appointed as Treasurer at Decibel Therapeutics, Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin McLaughlin resigned as Member of the Board of Directors at Decibel Therapeutics, Inc..
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In accordance with the terms of the Merger Agreement, (i) each of William Carson, Alison Finger, Matthew Kapusta, Kevin McLaughlin, Saraswathy Nochur and Laurence Reid resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nouhad Husseini was appointed as Sole Director at Decibel Therapeutics, Inc..
- Action
- appointed
- Role
- Sole Director
Exact text from the filing
Nouhad Husseini, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company, in each case, as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nouhad Husseini was appointed as Managing Director at Decibel Therapeutics, Inc..
- Action
- appointed
- Role
- Managing Director
Exact text from the filing
Following the Effective Time, the officers of the Company are as follows: Nouhad Husseini, Managing Director, Robert E. Landry, Chief Financial Officer, Joseph J. LaRosa, Secretary, and Leonard N. Brooks, Treasurer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Decibel Therapeutics, Inc.: Amended and restated certificate of incorporation and amended and restated bylaws in connection with merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Decibel Therapeutics, Inc. underwent a change of control involving Regeneron Pharmaceuticals, Inc. for $4.00 per share in cash, plus one contingent value right per share (closed 2023-09-25).
- Action
- change of control
- Counterparty
- Regeneron Pharmaceuticals, Inc.
- Consideration
- $4.00 per share in cash, plus one contingent value right per share
- Closing
- 2023-09-25
Exact text from the filing
rm 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023, Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 8, 2023, with Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), and Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).
View on SEC.gov
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