| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | JNCE | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$9.81M | -5.3M | -100% | $1.85 | 0 | May 3, 2023 | By LP | F1, F2, F3 |
| transaction | JNCE | Common Stock | Other | $97.4M | +10K | $9,737.70* | 10K | May 3, 2023 | By LP | F4, F5 |
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 26, 2023, by and among the Issuer, Concentra Biosciences, LLC, ("Concentra"), and Concentra Merger Sub, Inc., a wholly-owned subsidiary of Concentra ("Merger Sub"), to which Concentra completed a tender offer (the "Offer") for shares of common stock of the Issuer, $0.001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer (the "Merger") effective as of May 3, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $1.85 per Share (the "Cash Consideration") plus one non-transferable contractual contingent value right per Share (each, a "CVR," and each CVR together with the Cash Consideration, the "Offer Price"). From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
| F2 | The Reporting Person has delivered to the Issuer the full amount of the disgorgeable profit arising the sale reported herein, in the amount of $73,118.01. |
| F3 | The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP. |
| F4 | On May 3, 2023, the Offer expired and Merger Sub accepted for purchase a total of 36,367,727 shares tendered and not withdrawn, representing approximately 69.0926% of the total shares of the Issuer issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on May 3, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Issuer (representing 10,000 shares in the aggregate), with the Issuer surviving as a wholly owned subsidiary of Concentra. As a result of the Offer and the Merger, Concentra acquired a total of 10,000 shares of Common Stock in exchange for $97,377,034.75 in cash and 60,142,813 CVRs. |
| F5 | The shares are beneficially owned by Concentra. Concentra is wholly owned by TCP. Kevin Tang is the sole manager of TCM, which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by Concentra. |