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

Role: CSO and Vice Chairman, Director
Signature: /s/ Christopher Capelli
Stock symbol: SOLY
Transactions as of: Dec 16, 2021
Transactions value $: -$9,908,744
Form type: 4
Date filed: 12/17/2021, 04:07 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	-$5.95M	-263K	-100%	$22.60	0	Dec 16, 2021	Direct	F1
transaction	SOLY	Common Stock	Disposed to Issuer	-$3.96M	-175K	-100%	$22.60	0	Dec 16, 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		-725K	-100%		0	Dec 16, 2021	Common Stock	725K	$1.75	Direct	F3
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-109K	-100%		0	Dec 16, 2021	Common Stock	109K	$1.75	Direct	F3
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-35.2K	-100%		0	Dec 16, 2021	Common Stock	35.2K	$14.62	Direct	F3
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-89.3K	-100%		0	Dec 16, 2021	Common Stock	89.3K	$11.71	Direct	F3
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer		-113K	-100%		0	Dec 16, 2021	Common Stock	113K	$9.74	Direct	F3
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer		-11.5K	-100%		0	Dec 16, 2021	Common Stock	11.5K	$1.75	Direct	F4
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer		-8.63K	-100%		0	Dec 16, 2021	Common Stock	8.63K	$1.75	Direct	F4
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer		-7.77K	-100%		0	Dec 16, 2021	Common Stock	7.77K	$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.