TheFinalCD
3年前
Thanks
The Offer expired at 12:00 A.M. (Eastern time) at the end of June 5, 2023. American Stock Transfer & Trust Company, LLC, in its capacity as Depositary, advised that a total of 21,979,704 Shares were validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 66.0618% of the fully-diluted capitalization of the Company as of the expiration of the Offer. In addition, Notices of Guaranteed Delivery have been delivered for 78,376 Shares, representing approximately 0.2356% of the fully-diluted capitalization of the Company as of the expiration of the Offer. Each condition to the Offer was satisfied or waived. Immediately following expiration of the Offer, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn and indicated that it will promptly pay for all such Shares consistent with the Offer to Purchase.
On June 8, 2023, following consummation of the Offer, Purchaser merged with and into the Company, with the Company surviving the merger as the Surviving Corporation. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by the Parent or Purchaser or by stockholders of the Company who had properly exercised and perfected their demands for appraisal under the DGCL) was converted into the right to receive (a) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (b) one CVR.
Enterprising Investor
3年前
Shin Nippon Biomedical Laboratories, Ltd. Acquires Satsuma Pharmaceuticals, Inc (6/08/23)
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on May 5, 2023, Purchaser commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) in exchange for (i) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (ii) one non-transferable contractual contingent value right (a “CVR”) per Share (the consideration set forth in clauses (i) and (ii) together, the “Offer Price”).
The Offer expired at 12:00 A.M. (Eastern time) at the end of June 5, 2023. American Stock Transfer & Trust Company, LLC, in its capacity as Depositary, advised that a total of 21,979,704 Shares were validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 66.0618% of the fully-diluted capitalization of the Company as of the expiration of the Offer. In addition, Notices of Guaranteed Delivery have been delivered for 78,376 Shares, representing approximately 0.2356% of the fully-diluted capitalization of the Company as of the expiration of the Offer. Each condition to the Offer was satisfied or waived. Immediately following expiration of the Offer, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn and indicated that it will promptly pay for all such Shares consistent with the Offer to Purchase.
On June 8, 2023, following consummation of the Offer, Purchaser merged with and into the Company, with the Company surviving the merger as the Surviving Corporation. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by the Parent or Purchaser or by stockholders of the Company who had properly exercised and perfected their demands for appraisal under the DGCL) was converted into the right to receive (a) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (b) one CVR.
The aggregate consideration paid by Purchaser in the Offer and Merger to purchase all outstanding Shares (other than the Shares held by the Parent or Purchaser or by stockholders of the Company who have properly exercised and perfected their demands for appraisal under the DGCL), was approximately $27.7 million. Parent provided American Stock Transfer & Trust Company, LLC, the depositary and paying agent, with the funds necessary to complete payments of consideration to Satsuma stockholders in connection with the Offer and the Merger.
In addition, as a result of the Merger, (i) each option to purchase Shares (“Company Option”) with an exercise price that was less than the Offer Price that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, (A) an amount in cash, equal to the product obtained by multiplying (x) the number of Shares that were subject to such Company Option, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option, less any required withholding taxes; and (B) a CVR; and (ii) each Company Option with an exercise price greater than or equal to the Offer Price that was outstanding immediately prior to the Effective Time was terminated and cancelled immediately prior to the Effective Time in exchange for no consideration.
Enterprising Investor
3年前
Satsuma Pharmaceuticals Announces FDA Acceptance of 505(b)(2) NDA for STS101, a Novel and Investigational Dihydroergotamine (DHE) Nasal Powder Product for the Acute Treatment of Migraine (5/18/23)
- January 2024 PDUFA date expected
- If approved, STS101 would become the only DHE product evaluated in a randomized, placebo-controlled trial (the SUMMIT trial) against modern outcome measures recommended by both the U.S. Food and Drug Administration (FDA) and International Headache Society
- Unlike current DHE products, STS101 is designed to be easy-to-carry, quick and easy to self-administer within seconds without need for involved administration procedures and to rapidly achieve high drug plasma levels believed necessary for robust efficacy and to be below those levels associated with adverse events such as nausea and vomiting
- As announced on April 13, 2023 Satsuma entered into a definitive agreement to be acquired by Shin Nippon Biomedical Laboratories, Ltd. (SNBL; TSE: 2395), and on May 5, 2023 SNBL commenced a tender offer for Satsuma, which will expire at 12:00 A.M. (Eastern time) at the end of June 5, 2023 unless extended or earlier terminated
SOUTH SAN FRANCISCO, Calif., May 18, 2023 (GLOBE NEWSWIRE) -- Satsuma Pharmaceuticals, Inc. (Nasdaq: STSA), a development-stage biopharmaceutical company today announced that its 505(b)(2) new drug application (NDA) for STS101, a novel and investigational therapeutic product candidate for the acute treatment of migraine, has been accepted for review by the FDA.
Satsuma’s President and Chief Executive Officer, John Kollins, stated, “We are proud to announce the FDA acceptance for review of our STS101 NDA, as it represents an important milestone for our company and an important step toward achieving our goal of making STS101 available as an easy-to-use, effective, and safe and well-tolerated DHE treatment that can address the significant unmet clinical needs of many people with migraine.”
Satsuma’s STS101 NDA is supported primarily by clinical trials results from the Phase 1 comparative pharmacokinetic and safety trial of STS101 completed in June 2021 and the STS101 ASCEND Phase 3 long-term, open-label safety trial in which 446 subjects treated more than 9,000 migraine attacks with more than 10,500 doses of STS101 for up to 18 months.
Although not required for approval based on Satsuma’s communications with the FDA, results from the 1,600-subject STS101 SUMMIT Phase 3 double-blind, placebo-controlled efficacy trial are also included in the NDA. Satsuma announced topline SUMMIT trial results in November 2022 and subsequently announced further results in December 2022. Although STS101 demonstrated numerical, but not statistical significance on SUMMIT trial primary outcome measures (% of subjects free from pain and % of subjects free from most-bothersome-symptom1 at two hours post-dose), STS101 did demonstrate robust and sustained effects (p<0.001) on those endpoints at all post-dose timepoints after two hours (3, 4, 6, 12, 24 and 48 hours). STS101 also demonstrated robust and sustained antimigraine effects across numerous secondary endpoints considered relevant and recommended for assessment in efficacy trials by the FDA in its current industry guidance document and/or the International Headache Society’s guidelines for controlled trials of acute treatment of migraine attacks2,3.
Pending acquisition of Satsuma by SNBL
On April 16, 2023, Satsuma Pharmaceuticals announced that it had entered into a definitive agreement to be acquired by Shin Nippon Biomedical Laboratories, Ltd. (TSE: 2395, “SNBL”) for $0.91 in cash per share at the closing of the transaction plus one non-tradeable contingent value right (“CVR”) of up to $5.77 per share. CVR holders will be entitled to receive payments related to proceeds received by SNBL in a future transaction involving STS101, including a potential sale, license, or other grant of rights (“Monetization Event”). The CVR is based on cumulative proceeds received by SNBL from the Monetization Event after making certain deductions. On May 5, 2023 SNBL commenced a tender offer for Satsuma, which will expire at 12:00 A.M. (Eastern time) at the end of June 5th unless extended or earlier terminated.
About Satsuma Pharmaceuticals and STS101
Satsuma Pharmaceuticals is a clinical-stage biopharmaceutical company developing a novel therapeutic product, STS101, for the acute treatment of migraine. STS101 is a unique and proprietary nasal powder formulation of the well-established anti-migraine drug, dihydroergotamine mesylate (DHE), administered via Satsuma’s proprietary nasal delivery device. STS101 is designed to provide significant benefits versus existing acute treatments for migraine, including the combination of quick and convenient self-administration and other clinical advantages, that current DHE liquid nasal spray products and injectable dosage forms lack. Satsuma’s dry powder DHE formulation has demonstrated fast absorption, rapid achievement of high DHE plasma concentrations which Satsuma believes is necessary for robust efficacy, and sustained DHE plasma levels over time with low dose-to-dose variability. DHE has long been recommended in published migraine treatment guidelines as a first-line acute treatment option for migraine and has significant advantages versus other anti-migraine treatments for many patients. However, disadvantages of current DHE liquid nasal spray and injectable products, including invasive and burdensome administration and/or sub-optimal clinical performance, have limited the widespread use of DHE. Featuring an easy-to-carry and easy-to-use dosage form, STS101 is designed to overcome these shortcomings and provide patients an improved therapeutic solution for acutely treating migraines that consistently delivers robust clinical performance.
Satsuma is headquartered in Research Triangle Park, North Carolina. For further information, please visit www.satsumarx.com.
https://www.globenewswire.com/news-release/2023/05/18/2672216/0/en/Satsuma-Pharmaceuticals-Announces-FDA-Acceptance-of-505-b-2-NDA-for-STS101-a-Novel-and-Investigational-Dihydroergotamine-DHE-Nasal-Powder-Product-for-the-Acute-Treatment-of-Migrain.html
XenaLives
6年前
NEWS
Satsuma Pharmaceuticals, Inc. Announces Proposed Initial Public Offering of Common Stock
South San Francisco, California, September 3, 2019 — Satsuma Pharmaceuticals, Inc. (“Satsuma”), a clinical-stage biopharmaceutical company developing STS101(dihydroergotamine (DHE) nasal powder) for the acute treatment of migraine, today announced that it has commenced an underwritten initial public offering of up to 5,000,000 shares of its common stock. All of the shares to be sold in the offering will be offered by Satsuma. In addition, Satsuma expects to grant the underwriters for the offering a 30-day option to purchase up to an additional 750,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Satsuma currently expects to use the net proceeds from this offering to fund its Phase 3 EMERGE efficacy trial for STS101, its Phase 3 safety trial for STS101, manufacturing activities relating to STS101, and any remaining amounts to prepare for the commercial launch of STS101 and for working capital and general corporate purposes.
Credit Suisse, SVB Leerink and Evercore ISI are acting as joint book-running managers for the offering.
A registration statement relating to the securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.
The offering of these securities is being made only by means of a prospectus, copies of which may be obtained from: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, Eleven Madison Avenue, New York, NY, 10010, by telephone at 1-800-221-1037 or by e-mail: usa.prospectus@credit-suisse.com; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at 1-800-808-7525, ext. 6132, or by email at syndicate@svbleerink.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by telephone at 1-888-474-0200 or by e-mail: ecm.prospectus@evercore.com.
Satsuma has applied to list our common stock on The Nasdaq Global Market under the symbol “STSA.”
# # #
Contact:
Investors
Tom O’Neil, Chief Financial Officer
Satsuma Pharmaceuticals, Inc.
tom@satsumarx.com
Media
Tom O’Neil, Chief Financial Officer
Satsuma Pharmaceuticals, Inc.
tom@satsumarx.com
https://www.satsumarx.com/satsuma-pharmaceuticals-inc-announces-proposed-initial-public-offering-of-common/
Renee
14年前
STSA: TWO FORMER OFFICERS OF STERLING FINANCIAL CORP. SUBSIDIARY SENTENCED TO LENGTHY PRISON TERMS AND ORDERED TO PAY $53 MILLION IN RESTITUTION FOR CONDUCTING FINANCIAL FRAUD
http://www.sec.gov/litigation/litreleases/2012/lr22480.htm
The Securities and Exchange Commission announced that on September 11 and 12, 2012, Joseph M. Braas, of Lititz, Pennsylvania, and Michael J. Schlager, of Lancaster, Pennsylvania, were sentenced in a criminal action for orchestrating a sophisticated financial fraud that lasted over five years. Braas and Schlager were two senior officers at Equipment Finance, LLC (“EFI”), formerly a commercial lender to the soft pulp logging industry and wholly-owned subsidiary of Sterling Financial Corp. (“Sterling”), a publicly traded bank holding company based in Lancaster, Pennsylvania. Judge Paul S. Diamond of the United States District Court for the Eastern District of Pennsylvania sentenced Braas to 15 years in federal prison, and Schlager to 20 years in prison, each followed by five years of supervised release. Braas and Schlager were also each ordered to pay $53 million in restitution. Braas and Schlager had each previously pleaded guilty to one count of conspiracy to commit mail fraud, and two counts of mail fraud, all affecting a financial institution.
On January 6, 2011, the Commission filed a civil action against Braas and Schlager based on the same conduct alleged in the criminal case. Without admitting or denying the Commission’s allegations, Braas and Schlager agreed to settle the matter, and Final Judgments were entered as to each. The Commission’s complaint alleged that, from at least February 2002 until April 2007, Braas, EFI’s Vice President and Chief Operating Officer, and Schlager, EFI’s Executive Vice President, orchestrated a pervasive and wide-ranging scheme using fraudulent underwriting and reporting practices to hide mounting losses and defaults within EFI’s commercial loan portfolio from Sterling’s senior management and auditors.
The Commission further alleged that Braas and Schlager were able to subvert virtually every aspect of EFI’s loan process and internal controls. They created fictitious loans for the purpose of making monthly payments on delinquent loans, altered loan documents to hide delinquent and fictitious loans, granted excessive deferrals and resets of delinquent loans to make them appear current, reassigned loan payments to unrelated accounts to fund payments on delinquent loans, and used aliases for borrowers to circumvent EFI’s maximum lending limitations. They also deceived Sterling’s internal and independent auditors through fraudulent accounting entries, false collateral descriptions and appraisals, fabricated UCC filings, and by recruiting vendors to assist in the circumvention of loan confirmation procedures.
As alleged in the complaint, Braas and Schlager caused EFI to report false financial information to Sterling which, in turn, from 2002 through 2006, filed quarterly and annual reports with the Commission containing materially false and misleading financial statements. As a result of the fraud, Sterling ultimately charged off $281 million of EFI finance receivables, which represented a large majority of EFI’s loan portfolio, and approximately 13 percent of Sterling’s total loan portfolio during the period of the fraud.
For further information, see Litigation Release No. 21797 (January 6, 2011).
http://www.sec.gov/litigation/litreleases/2012/lr22480.htm
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