8-K
filed December 27, 2023, 6:59 PM ET
CIK 0001811764
M&A
confidence high
sentiment neutral
materiality 0.90
POINT Biopharma Global Inc.: M&A transaction — Lilly completes $12.50/share acquisition of POINT Biopharma; shares to be delisted
POINT Biopharma Global Inc.
- Tender offer expired Dec 22; 72,788,215 shares (68%) validly tendered; Merger effective Dec 27.
- Remaining shares converted into right to receive $12.50 per share in cash, less withholding.
- Board replaced: Gordon Brooks, Phillip Johnson, Michael Thompson become directors; prior directors depart.
- Company requests Nasdaq halt and delisting; plans to file Form 15 to terminate SEC reporting.
- POINT Biopharma 2020 and 2021 equity incentive plans terminated effective at merger close.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerry Hogue departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajesh Malik departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neil Fleshner departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Anderson was appointed as Secretary at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip L. Johnson was appointed as President at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joe McCann departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Allan Silber departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Goodman departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Phillip L. Johnson was appointed as Director at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Gordon J. Brooks, Phillip L. Johnson and Michael C. Thompson.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Groff was appointed as Assistant Secretary at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Assistant Secretary
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gordon J. Brooks was appointed as Director at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Gordon J. Brooks, Phillip L. Johnson and Michael C. Thompson.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Lubner departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Thompson was appointed as Director at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Gordon J. Brooks, Phillip L. Johnson and Michael C. Thompson.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bridget Martell departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Katie Lodato was appointed as Assistant Treasurer at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Assistant Treasurer
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael C. Thompson was appointed as Treasurer at POINT Biopharma Global Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Yael Margolin departed as Director at POINT Biopharma Global Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Neil Fleshner, Jonathan Goodman, Gerry Hogue, David Lubner, Rajesh Malik, Bridget Martell, Yael Margolin, Joe McCann and Allan Silber each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
POINT Biopharma Global Inc.: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
POINT Biopharma Global Inc.: Amended and restated bylaws effective at merger close.
- Change
- bylaw amendment
Exact text from the filing
the by-laws of Merger Sub immediately prior to the Effective Time became the by-laws of the Company effective as of the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
POINT Biopharma Global Inc. underwent a change of control involving Eli Lilly and Company for $12.50 per share in cash (closed 2023-12-27).
- Action
- change of control
- Counterparty
- Eli Lilly and Company
- Consideration
- $12.50 per share in cash
- Closing
- 2023-12-27
Exact text from the filing
a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at a price of $12.50 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in
View on SEC.gov
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