4//SEC Filing
Tyto Acquisition Corp 4
Accession 0000899243-21-002923
CIK 0001714798other
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 4:26 PM ET
Size
11.3 KB
Accession
0000899243-21-002923
Insider Transaction Report
Form 4
Tyto Acquisition Corp
10% Owner
Transactions
- Purchase
Common Stock
2021-01-22$22.50/sh+34,284,789$771,407,753→ 100 total
LILLY ELI & CO
10% Owner
Transactions
- Purchase
Common Stock
2021-01-22$22.50/sh+34,284,789$771,407,753→ 100 total
Footnotes (4)
- [F1]Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),
- [F2](continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement.
- [F3]As of one minute after 11:59 PM, Eastern time, on January 21, 2021, when the Offer expired, approximately 27,374,689 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On January 22, 2021, Purchaser accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not validly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on January 22, 2021, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Lilly (the "Merger").
- [F4]At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on January 22, 2021, Lilly became the owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.
Issuer
Prevail Therapeutics Inc.
CIK 0001714798
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001836675
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 4:26 PM ET
- Size
- 11.3 KB