Jonathan P. Foster - Dec 16, 2021 Form 4 Insider Report for Soliton, Inc. (SOLY)

Role: Director
Signature: /s/ Jonathan P. Foster
Stock symbol: SOLY
Transactions as of: Dec 16, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/17/2021, 04:07 PM
Previous filing: Oct 5, 2021
Next filing: Jun 21, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-30K	-100%	Dec 16, 2021	Common Stock	30K	$1.75	Direct	F1
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-15K	-100%	Dec 16, 2021	Common Stock	15K	$14.62	Direct	F1
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-15K	-100%	Dec 16, 2021	Common Stock	15K	$12.94	Direct	F1
transaction	SOLY	Warrant (right to buy)	Disposed to Issuer	-12.5K	-100%	Dec 16, 2021	Common Stock	12.5K	$1.75	Direct	F2

* 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"), immediately prior to the effective time of the merger of Merger Sub with and into the Company (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 $22.60 (the "Merger Consideration") minus the exercise price that would be due in cash upon exercise of such option.
F2	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.

Content

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"), immediately prior to the effective time of the merger of Merger Sub with and into the Company (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 $22.60 (the "Merger Consideration") minus the exercise price that would be due in cash upon exercise of such option.

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.