| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCTL | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$699K | -635K | -100% | $1.10 | 0 | Apr 8, 2024 | Direct | F1 |
| transaction | SCTL | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$21.6M | -19.7M | -100% | $1.10 | 0 | Apr 8, 2024 | See Footnote | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCTL | Stock Option (Right to Buy) | Disposed to Issuer | -20K | -100% | 0 | Apr 8, 2024 | Common Stock | 20K | $0.61 | Direct | F3 | ||
| transaction | SCTL | Pre-Funded Warrant (right to buy) | Disposed to Issuer | -1.25M | -100% | 0 | Apr 8, 2024 | Common Stock | 1.25M | $0.00 | Direct | F4 |
Mathew Paul Arens is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among the Issuer, CoreRx, Inc., a Florida corporation ("Parent") and Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of April 8, 2024 (the "Effective Time") with the Issuer surviving the merger. At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $1.10 per Share in cash (the "Offer Amount"), subject to any applicable withholding taxes and without interest. |
| F2 | Represents shares held for the benefit of private investment vehicles (the "Accounts") for which First Light Asset Management, LLC ("First Light") serves as investment adviser. Mr. Arens is the Managing Member, CEO and Senior Portfolio Manager of First Light. In such capacities, the Reporting Persons may be deemed to beneficially own securities held for the benefit of the Accounts. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| F3 | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. At the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Amount was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess, if any, of the Offer Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time. |
| F4 | Pursuant to the terms of the Merger Agreement, prior to the Effective Time, the Reporting Person entered into a warrant cancellation agreement pursuant to which each outstanding Issuer pre-funded warrant to purchase Shares (each, a "Pre-Funded Warrant") was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess, if any, of the Offer Amount over the exercise price payable per Share with respect to such Pre-Funded Warrant, multiplied by (B) the total number of Shares subject to such Pre-Funded Warrant immediately prior to the Effective Time. |
Exhibit 24 Power of Attorney