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

Role: Chief Financial Officer
Signature: /s/ Lori Bisson
Stock symbol: SOLY
Transactions as of: Dec 16, 2021
Transactions value $: -$1,356,000
Form type: 4
Date filed: 12/17/2021, 04:06 PM
Next filing: Jan 26, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SOLY	Common Stock	Disposed to Issuer	-$1.36M	-60K	-100%	$22.60	0	Dec 16, 2021	Direct	F1

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		-180K	-100%		0	Dec 16, 2021	Common Stock	180K	$1.75	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-83.5K	-100%		0	Dec 16, 2021	Common Stock	83.5K	$1.75	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-21.1K	-100%		0	Dec 16, 2021	Common Stock	21.1K	$14.62	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-53.6K	-100%		0	Dec 16, 2021	Common Stock	53.6K	$11.71	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-65K	-100%		0	Dec 16, 2021	Common Stock	65K	$9.74	Direct	F2
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer		-6.19K	-100%		0	Dec 16, 2021	Common Stock	6.19K	$1.75	Direct	F3
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer		-4.64K	-100%		0	Dec 16, 2021	Common Stock	4.64K	$1.75	Direct	F3
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer		-4.18K	-100%		0	Dec 16, 2021	Common Stock	4.18K	$1.75	Direct	F3

* 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	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.
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.