Joe D. Tanner - Dec 16, 2021 Form 4 Insider Report for Soliton, Inc. (SOLY)

Role: Chief Operating Officer
Signature: /s/ Joe D. Tanner
Stock symbol: SOLY
Transactions as of: Dec 16, 2021
Transactions value $: -$1,808,000
Form type: 4
Date filed: 12/17/2021, 04:10 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SOLY	Common Stock	Disposed to Issuer	-$1.81M	-80K	-100%	$22.60	0	Dec 16, 2021	Direct	F1

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	-160K	-100%	Dec 16, 2021	Common Stock	160K	$1.75	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-80.8K	-100%	Dec 16, 2021	Common Stock	80.8K	$1.75	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-16.4K	-100%	Dec 16, 2021	Common Stock	16.4K	$14.62	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-41.7K	-100%	Dec 16, 2021	Common Stock	41.7K	$11.71	Direct	F2
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-54.4K	-100%	Dec 16, 2021	Common Stock	54.4K	$9.74	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"), 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.

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"), 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.

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.