Vanda amends Rights Agreement to exempt BlackRock from poison pill up to 20% ownership

Vanda Pharmaceuticals Inc.

Amendment adds BlackRock and its managed funds as 'Exempt Person' under the Rights Agreement.
BlackRock may acquire up to 20% of Vanda's common stock without triggering the poison pill.
Exempt status can be revoked immediately if BlackRock breaches representations or conditions.
The Board deems the amendment desirable based on BlackRock's representations and warranties.

item 1.01 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vanda Pharmaceuticals Inc. amended Amendment No. 1 with Equiniti Trust Company, LLC (effective 2024-05-03).

Action: amendment
Counterparty: Equiniti Trust Company, LLC
Effective: 2024-05-03

Exact text from the filing

On May 3, 2024, Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), entered into Amendment No. 1 (the “Amendment”) to that certain Rights Agreement, dated as of April 17, 2024 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent.

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Source: SEC EDGAR

accession 0001193125-24-130668

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