Explanatory Note
This Amendment No. 4 (the Amendment) amends the statement on Schedule 13D originally filed by Remeditex Ventures LLC (Remeditex),
Malachite Trust (Malachite), and Lyda Hill (collectively with Remeditex and Malachite, the Reporting Persons) on April 3, 2019, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on
June 25, 2019, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on October 16, 2019 and Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on July 2, 2020 (the Schedule 13D).
As set forth below, as a result of the consummation of the transactions contemplated by the Merger Agreement (as defined below), on December 16,
2021, the Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock, par value $0.001 per share (the Common Stock), of Soliton, Inc. (the Company). The filing of this Amendment
No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4. Purpose of
Transaction.
Item 4 is hereby amended by adding the following paragraph:
On May 8, 2021, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with AbbVie Inc. (AbbVie) and
Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie (Merger Sub). On December 16, 2021, pursuant to, and on the terms and subject to the conditions of, the Merger Agreement, Merger Sub was merged with and into the Company
(the Merger), with the Company continuing as the surviving corporation in the Merger.
(1) At the effective time of the Merger (the
Effective Time), each share of Common Stock 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rights were properly exercised and not withdrawn under Delaware law, was converted into the right to receive $22.60 in cash, without interest (the Merger Consideration). Pursuant to the Merger Agreement, at the Effective Time, each
outstanding and unexercised warrant to purchase Common Stock, 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 excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration, over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share
exercise price of such warrant (the Warrant Consideration).
As a result of the conversion of the shares of Common Stock and warrants held by
the Reporting Persons and the completion of the Merger, the Reporting Persons are no longer the beneficial owners of any shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item
5 is hereby amended and restated in its entirety as follows:
(a) (b) Pursuant to the Merger Agreement, at the Effective Time, each share of Common
Stock owned by the Reporting Persons was converted into the right to receive the Merger Consideration and each warrant to purchase Common Stock owned by the Reporting Persons was converted into the right to receive the Warrant Consideration.
Accordingly, the Reporting Persons no longer beneficially own any shares of Common Stock of the Company.
(c) Other than as set forth above, none of the
Reporting Persons has effected any transactions in the Common Stock of the Company during the 60 days prior to the filing of this Amendment.
(d) It is
anticipated that the proceeds from the disposition of the shares of Common Stock reported herein will be further distributed to the members of Remeditex Ventures LLC on a timetable to be determined by the manager of Remeditex Ventures LLC.
(e) As of December 16, 2021, the Reporting Persons ceased to be the beneficial owners of any Common Stock.