Christopher Capelli - 16 Dec 2021 Form 4 Insider Report for Soliton, Inc. (SOLY)

Role
CSO and Vice Chairman, Director
Signature
/s/ Christopher Capelli
Issuer symbol
SOLY
Transactions as of
16 Dec 2021
Transactions value $
-$9,908,744
Form type
4
Filing time
17 Dec 2021, 16:07:14 UTC
Next filing
26 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOLY Common Stock Disposed to Issuer -$5,953,744 -263,440 -100% $22.6 0 16 Dec 2021 Direct F1
transaction SOLY Common Stock Disposed to Issuer -$3,955,000 -175,000 -100% $22.6 0 16 Dec 2021 See Footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SOLY Stock option (right to buy) Disposed to Issuer -725,000 -100% 0 16 Dec 2021 Common Stock 725,000 $1.75 Direct F3
transaction SOLY Stock option (right to buy) Disposed to Issuer -108,500 -100% 0 16 Dec 2021 Common Stock 108,500 $1.75 Direct F3
transaction SOLY Stock option (right to buy) Disposed to Issuer -35,150 -100% 0 16 Dec 2021 Common Stock 35,150 $14.62 Direct F3
transaction SOLY Stock option (right to buy) Disposed to Issuer -89,300 -100% 0 16 Dec 2021 Common Stock 89,300 $11.71 Direct F3
transaction SOLY Stock option (right to buy) Disposed to Issuer -113,000 -100% 0 16 Dec 2021 Common Stock 113,000 $9.74 Direct F3
transaction SOLY Warrant (right to buy) Disposed to Issuer -11,512 -100% 0 16 Dec 2021 Common Stock 11,512 $1.75 Direct F4
transaction SOLY Warrant (right to buy) Disposed to Issuer -8,634 -100% 0 16 Dec 2021 Common Stock 8,634 $1.75 Direct F4
transaction SOLY Warrant (right to buy) Disposed to Issuer -7,771 -100% 0 16 Dec 2021 Common Stock 7,771 $1.75 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 Represents 175,000 shares of common stock held by M.D. Anderson Cancer Center ("MD Anderson") that were issued pursuant to a license agreement between Soliton, Inc. (the "Company") and MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to MD Anderson in connection with the license agreement.
F3 Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding and unexercised option, 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 Merger Consideration minus the exercise price that would be due in cash upon exercise of such option.
F4 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.