On March 16, 2020, we entered into the Merger Agreement. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into us, with us continuing as the surviving corporation and a wholly-owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the time the merger is effective, each issued and outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) (other than Excluded Shares (as defined below) and Dissenting Shares (as defined below)) will be converted into the right to receive 2.5 shares (the “Exchange Ratio”) of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Each share of Common Stock that is held by the Company as treasury stock or that is owned, directly or indirectly, by Parent, the Company, Merger Sub, or any subsidiary of the Company (collectively, “Excluded Shares”), immediately prior to the effective time of the Merger (the “Effective Time”) will cease to be outstanding and will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. “Dissenting Shares” are shares of the Common Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such shares of the Common Stock in accordance with Section 262 of the Delaware General Corporation Law. Consummation of the Merger is subject to certain conditions to closing including, among others: (1) requisite approvals of our and Assertio’s stockholders; (2) the absence of certain legal impediments to the consummation of the Merger; (3) the approval of shares of Parent Common Stock to be issued as consideration in the Merger for listing on the Nasdaq Stock Market, (4) effectiveness of the registration statement on Form S-4 registering the shares of Parent Common Stock and other equity instruments to be issued in the Merger, (5) subject to certain exceptions, the accuracy of the representations, warranties and compliance with the covenants of each party to the Merger Agreement, and (6) Assertio, Parent and their respective Subsidiaries having minimum cash and cash equivalents equal to $25 million in the aggregate (as calculated pursuant to the Merger Agreement). We are working toward completing the Merger as quickly as possible and currently expect to consummate the merger in the second calendar quarter of 2020. We are a commercial-stage life science company committed to bringing differentiated products to patients and healthcare providers. We are focused on marketing our portfolio of medicines used both in and outside of the hospital by orthopedic surgeons, gynecologists, neurologists, internists, gastroenterologists, physiatrists, rheumatologists and podiatrists. Our six commercially available products include: SPRIX® (ketorolac tromethamine) Nasal Spray, ZORVOLEX® (diclofenac), INDOCIN® (indomethacin) suppositories, VIVLODEX® (meloxicam), INDOCIN oral suspension and OXAYDO® (oxycodone HCI, USP) tablets for oral use only —CII. VIVLODEX and ZORVOLEX are SOLUMATRIX® Technology non-steroidal anti-inflammatory products. In November 2019, we divested assets related to TIVORBEX® (indomethacin), which was a SoluMatrix product, to a third party, although we continue to supply TIVORBEX tablets to that third party. In January 2020, we divested TIVORBEX to a third party and amended the terms of the license agreement with iCeutica (as defined below). To leverage our commercial infrastructure and augment our current product portfolio, we continually seek to acquire additional late-stage product candidates or approved products to develop and/or commercialize.
Company profile
Ticker
EGLT
Website
Employees
Incorporated
Location
Fiscal year end
Industry (SIC)
Former names
Egalet Corp
SEC CIK
Corporate docs
Subsidiaries
Egalet Limited • Zyla Life Sciences US Inc. ...
Latest filings (excl ownership)
15-12B
Securities registration termination
1 Jun 20
8-K
Assertio Completed Merger with Zyla Life Sciences
20 May 20
8-K
Termination of a Material Definitive Agreement
20 May 20
25
Voluntary exchange delisting
20 May 20
S-8 POS
Registration of securities for employees (post-effective amendment)
20 May 20
S-8 POS
Registration of securities for employees (post-effective amendment)
20 May 20
425
Business combination disclosure
15 May 20
425
Business combination disclosure
15 May 20
8-K
Zyla Life Sciences Reports First Quarter 2020 Financial Results
15 May 20
8-K
Other Events
15 May 20
Latest ownership filings
SC 13G/A
Tekla Capital Management LLC
29 Jan 21
4
Change in insider ownership
22 May 20
SC 13D/A
CR Group L.P.
22 May 20
4
Joe McInnis
21 May 20
4
Mark Strobeck
21 May 20
4
Timothy P Walbert
21 May 20
4
Andrea Heslin Smiley
21 May 20
4
Gary M. Phillips
21 May 20
4
Matthew Pauls
21 May 20
4
TODD N SMITH
21 May 20
Institutional ownership, Q1 2021
13F holders | Current |
---|---|
Total holders | 0 |
Opened positions | 0 |
Closed positions | 0 |
Increased positions | 0 |
Reduced positions | 0 |
13F shares | Current |
---|---|
Total value | 0.00 |
Total shares | 0.00 |
Total puts | 0.00 |
Total calls | 0.00 |
Total put/call ratio | – |
Largest owners | Shares | Value |
---|