| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNCE | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$241K | -41.9K | -100% | $5.75 | 0 | Mar 12, 2024 | Direct | F1 |
| transaction | SNCE | Common Stock | Disposed to Issuer | -$74K | -12.9K | -100% | $5.75 | 0 | Mar 12, 2024 | Direct | F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNCE | Restricted Stock Units | Disposed to Issuer | -23.1K | -100% | 0 | Mar 12, 2024 | Common Stock | 23.1K | Direct | F2, F3 | |||
| transaction | SNCE | Earn-Out Right | Disposed to Issuer | -5.39K | -100% | 0 | Mar 12, 2024 | Common Stock | 5.39K | Direct | F4 | |||
| transaction | SNCE | Stock Option | Disposed to Issuer | -7.94K | -100% | 0 | Mar 12, 2024 | Common Stock | 7.94K | $8.00 | Direct | F5 |
Jonathan Cotliar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 January 28, 2024, among the Issuer, eMed, LLC, a Delaware limited liability company ("Parent"), and Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer ("Issuer Common Stock") at a purchase price of $5.75 per share, without interest and subject to applicable withholding taxes (the "Offer Price"). After completion of the tender offer, Merger Sub merged with and into the Issuer, effective as of March 12, 2024 (such date and time of such merger, the "Effective Time"). These shares of Issuer Common Stock were tendered for purchase pursuant to the tender offer. |
| F2 | Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one share of Issuer Common Stock upon vesting of the RSU. |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to (A) the Offer Price, multiplied by (B) the number of shares of Issuer Common Stock subject to such RSU. |
| F4 | Pursuant to the Merger Agreement, at the Effective Time, all "Earn-Out Rights" (that is, all rights to receive Issuer Common Stock that were reserved for issuance as "Earn-Out Shares" pursuant to, and under the circumstances set forth in, Section 2.8 of the Agreement and Plan of Merger dated as of May 6, 2021 by and among the Issuer, LifeSci Acquisition II Corp. and LifeSci Acquisition II Merger Sub, Inc.) that were outstanding immediately prior to the Effective Time automatically were cancelled and ceased to exist at the Effective Time. |
| F5 | Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Issuer Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was equal to or greater than the Offer Price was cancelled with no consideration payable in respect thereof. |
On December 8, 2023, the Issuer effected a reverse stock split of Issuer Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Issuer Common Stock, and the exercise price and shares of Issuer Common Stock underlying outstanding equity awards, have been adjusted accordingly versus any amounts previously reported by the Reporting Person.