January 8, 2025 · Form 4 insider transaction
Corning Luke sold 45,833 shares of PSTX at $0.00 per share, a transaction worth N/A. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 0 days after the transaction.
As of immediately prior to and conditioned upon the effective time of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger and (b) one CVR in respect of each Share underlying such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount, but less than $13.00 (any such option, an "Underwater Option"), [continues to Footnote 4]; [Continues from Footnote 3] such Underwater Option was not entitled to any payment of the Cash Amount in respect thereof and each Underwater Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Underwater Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (a) the total number of Shares underlying such Underwater Option, multiplied by (b) the amount, if any, by which (1) the Cash Amount plus the amount of such milestone payment plus the amount of any other milestone payments that previously became due and payable under the terms of the CVR Agreement exceeds (2) the exercise price per Share with respect to such Underwater Option plus the Milestone Payment Amounts (as such term is defined in the CVR Agreement), [continues to Footnote 5]; [Continues from Footnote 4] if any, previously paid pursuant to the CVR Agreement in respect of each CVR granted in respect of such Underwater Option; provided further, that any Option with an exercise price that was equal to or greater than $13.00, was cancelled immediately prior to the effective time of the Merger without any payment being made in respect thereof.