Key facts
- This page summarizes Innoviva, Inc.'s Form 4 filing for Entasis Therapeutics Holdings Inc..
- 2 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 13 Jul 2022, 21:27.
Innoviva, Inc. - 08 Jul 2022 Form 4 Insider Report for Entasis Therapeutics Holdings Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 08 Jul 2022
- Net transaction value
- +$42,395,047
- SEC form
- 4
- Accepted by SEC
- 13 Jul 2022, 21:27:34 UTC
- Prior SEC filing
- 01 Apr 2022
- Next SEC filing
- 12 Jan 2023
- Source filing
- View source filing
- Reporting owner signature
- INNOVIVA, INC., By: /s/ Pavel Raifeld, Chief Executive Officer
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Innoviva, Inc. filed Form 4 for Entasis Therapeutics Holdings Inc. on 13 Jul 2022.
Change
- Previous filing in this sequence was filed on 01 Apr 2022.
- Current net transaction value: +$42,395,047.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
ETTX
transaction
Common Stock
Purchase
- Transaction value
- $25,677,656
- Shares
- +11,671,662
- Change %
- +117%
- Price
- $2.20
- Shares after
- 21,671,662
- Date
- 08 Jul 2022
- Ownership
- See footnote
- Footnotes
- F1, F2, F5
ETTX
transaction
Common Stock
Purchase
- Transaction value
- $16,717,391
- Shares
- +7,598,814
- Change %
- +35%
- Price
- $2.20
- Shares after
- 29,270,476
- Date
- 11 Jul 2022
- Ownership
- See footnote
- Footnotes
- F1, F2, F3, F5
ETTX
holding
Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 18,672,897
- Date
- 08 Jul 2022
- Ownership
- Direct
- Footnotes
- F1, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
ETTX
holding
Derivative
Warrants to Purchase Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 18,672,897
- Date
- 08 Jul 2022
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- Exercise price
- Footnotes
- F1, F4
ETTX
holding
Derivative
Convertible Promissory Note
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 0
- Date
- 08 Jul 2022
- Ownership
- See footnote
- Underlying class
- Common Stock
- Underlying amount
- Exercise price
- Footnotes
- F6
ETTX
holding
Derivative
Warrants to Purchase Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 10,000,000
- Date
- 08 Jul 2022
- Ownership
- See footnote
- Underlying class
- Common Stock
- Underlying amount
- Exercise price
- Footnotes
- F1, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 6 footnotes
Footnote F1
All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.
Footnote F2
Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.
Footnote F3
Shares acquired pursuant to the merger provided for in the Merger Agreement.
Footnote F4
Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020.
Footnote F5
As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.
Footnote F6
On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva.