4//SEC Filing
Remeditex Ventures LLC 4
Accession 0001548187-21-000080
CIK 0001548187other
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 5:09 PM ET
Size
10.7 KB
Accession
0001548187-21-000080
Insider Transaction Report
Form 4
Soliton, Inc.SOLY
Remeditex Ventures LLC
10% Owner
Transactions
- Disposition to Issuer
Warrant (right to buy)
2021-12-16−250,000→ 0 totalExercise: $16.00Exp: 2024-06-19→ Common Stock (250,000 underlying) - Disposition to Issuer
Common Stock
2021-12-16$22.60/sh−9,214,277$208,242,660→ 0 total - Disposition to Issuer
Warrant (right to buy)
2021-12-16−170,808→ 0 totalExercise: $12.88Exp: 2024-10-11→ Common Stock (170,808 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest.
- [F2]Remeditex Ventures LLC is the record and beneficial owner of the shares of common stock and the warrant to purchase common stock subject to this Form 4 and shares voting and dispositive power over such securities with Malachite Trust, the majority owner of Remeditex Ventures LLC and Lyda Hill. Ms. Hill is the Trustee of the Malachite Trust. By reason of such relationships, Ms. Hill, the Malachite Trust and Remeditex Ventures LLC may be deemed to share voting and dispositive power over the securities owned directly by Remeditex Ventures LLC. Remeditex Ventures LLC, the Malachite Trust and Lyda Hill each disclaims beneficial ownership of the reported securities except to the extent of its or her pecuniary interest therein.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant.
Documents
Issuer
Soliton, Inc.
CIK 0001548187
Entity typeother
IncorporatedTX
Related Parties
1- filerCIK 0001627363
Filing Metadata
- Form type
- 4
- Filed
- Dec 16, 7:00 PM ET
- Accepted
- Dec 17, 5:09 PM ET
- Size
- 10.7 KB