Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Upon consummation of the Merger, at the Effective Time, each share of common
stock of the Company issued and outstanding immediately prior to the Effective
Time (other than shares owned by the Company, AbbVie, or Merger Sub (which were
cancelled) and shares with respect to which appraisal rights were properly
exercised and not withdrawn under
The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
Exhibit 2.1 to this Current Report on Form 8-K.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Merger, the
Company notified the
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Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, holders of the Company's common stock, stock options, warrants and restricted stock unit awards immediately before the Effective Time ceased to have any rights as stockholders in the Company (other than their right to receive the consideration pursuant to the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, as contemplated by the Merger Agreement, Merger Sub
merged with and into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of AbbVie. The aggregate Merger
Consideration payable by AbbVie is approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, all of the Company's directors voluntarily resigned from the Company's Board of Directors and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. These resignations were in connection with the Merger and were not due to disagreement or dispute with the Company on any matter. At the Effective Time, the Company's officers were designated by AbbVie and the Company's Board to continue to be officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, the Company's certificate of incorporation and bylaws were amended and restated in their entirety. The amended and restated certificate of incorporation and bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMay 8, 2021 , among AbbVie Inc.,Scout Merger Sub, Inc. andSoliton, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed onMay 10, 2021 ). 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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