Page 11 of 12 – SEC Filing ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following thereto: As described in Item 4 above, on April 13, 2016, the Company, Merger Sub and Madrigal, entered into a Merger Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Madrigal, with Madrigal becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger. In connection with the Merger Agreement, Kovner 2012 Family Trust B, Kovner 2015-A Investment Trust, OB Select Opportunities LLC, KFO Holdings LLC, Mr. Kovner, certain estate planning vehicles of Mr. Kovner’s spouse, and an employee of an affiliate of Caxton Corporation have each entered into a voting agreement in favor of Madrigal (the “Synta Voting Agreement”). The Synta Voting Agreement places certain restrictions on the sale or transfer of the shares of the Company held by each of the aforementioned Reporting Persons and covenants on the voting of such shares in favor of approving the transactions contemplated by the Merger Agreement and against any actions that could adversely affect the consummation of the Merger. The foregoing description of the Synta Voting Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Synta Voting Agreement, which is filed as Exhibit A hereto and which is incorporated herein by reference. ITEM 7. Material to Be Filed as Exhibits
Exhibit A: Form of Synta Voting Agreement dated as of April 13, 2016 entered into by and among the Company, Madrigal and certain of the Reporting Persons, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 14, 2016.
1 The number of issued and outstanding shares is based on the 137,806,441 shares of Common Stock reported to be outstanding in the Company’s 10-K as of March 10, 2016, adjusted for options held by Mr. Kovner. Follow Madrigal Pharmaceuticals Inc. (NASDAQ:MDGL)
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| ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended by adding the following thereto:
As described in Item 4 above, on April 13, 2016, the Company, Merger Sub and Madrigal, entered into a Merger Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Madrigal, with Madrigal becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger.
In connection with the Merger Agreement, Kovner 2012 Family Trust B, Kovner 2015-A Investment Trust, OB Select Opportunities LLC, KFO Holdings LLC, Mr. Kovner, certain estate planning vehicles of Mr. Kovner’s spouse, and an employee of an affiliate of Caxton Corporation have each entered into a voting agreement in favor of Madrigal (the “Synta Voting Agreement”). The Synta Voting Agreement places certain restrictions on the sale or transfer of the shares of the Company held by each of the aforementioned Reporting Persons and covenants on the voting of such shares in favor of approving the transactions contemplated by the Merger Agreement and against any actions that could adversely affect the consummation of the Merger. The foregoing description of the Synta Voting Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Synta Voting Agreement, which is filed as Exhibit A hereto and which is incorporated herein by reference.
| ITEM 7. | Material to Be Filed as Exhibits |
Exhibit A: Form of Synta Voting Agreement dated as of April 13, 2016 entered into by and among the Company, Madrigal and certain of the Reporting Persons, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 14, 2016.
1 The number of issued and outstanding shares is based on the 137,806,441 shares of Common Stock reported to be outstanding in the Company’s 10-K as of March 10, 2016, adjusted for options held by Mr. Kovner.
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