12/08/2021 | Press release | Distributed by Public on 12/08/2021 15:27
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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OSMOTICA PHARMACEUTICALS PLC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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TABLE OF CONTENTS
Sincerely
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Brian Markison
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Chief Executive Officer and
Chairman of the Board of Directors
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TABLE OF CONTENTS
1.
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To approve the change of the Company's name from Osmotica Pharmaceuticals plc to RVL Pharmaceuticals plc, subject to the approval of the Registrar of Companies in Ireland.
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By Order of the Board of Directors
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Christopher Klein
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Secretary
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TABLE OF CONTENTS
PROXY STATEMENT
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1
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PROPOSAL 1 - CHANGE OF NAME
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2
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VOTING REQUIREMENTS AND PROXIES
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4
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SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
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4
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OTHER MATTERS
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5
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ATTENDING THE EXTRAORDINARY GENERAL MEETING
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5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Name
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Number of
Shares
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Percentage
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Beneficial holders of 5% or more of our outstanding ordinary shares:
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Investment funds affiliated with Avista Capital Partners(1)
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16,763,859
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20.13%
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Altchem(2)
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23,667,540
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28.42%
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Shareholders affiliated with Athyrium Opportunities IV Acquisition 2 LP(3)
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8,320,654
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9.99%
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Directors and named executive officers:
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Brian Markison(4)
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2,773,294
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3.33%
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Joachim Benes(5)
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-
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David Burgstahler(6)
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-
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Gregory L. Cowan
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50,055
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*
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Michael DeBiasi
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-
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Sriram Venkataraman(6)
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-
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Juan Vergez(5)
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-
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James Schaub(7)
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659,297
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*
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Tina deVries(8)
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255,698
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*
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Christopher Klein(9)
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302,826
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All Directors and Executive Officers as a Group (11 persons)(10)
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4,349,400
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5.22%
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*
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Indicates less than 1%
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(1)
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The shares included in the table above consist of 15,730,864 ordinary shares held by Avista Healthcare Partners, L.P. and 1,032,995 ordinary shares held by Orbit Co-Invest III LLC, which we collectively refer to as the Avista Funds. Avista Healthcare Partners GP, Ltd., or AHP GP, serves as the general partner of Avista Healthcare Partners, L.P., and Avista Capital Partners III GP, L.P., or ACP GP, serves as the Manager of Orbit Co-Invest III LLC. By virtue of the relationships described above, AHP GP may be deemed
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(2)
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The shares included in the table above consist of 22,485,297 ordinary shares held by Altchem Limited and 1,182,243 ordinary shares held by Orbit Co-Invest A-1 LLC. Altchem Limited serves as the manager of Orbit Co-Invest A-1 LLC. As a result, Altchem Limited may be deemed to share beneficial ownership of the shares held by Orbit Co-Invest A-1 LLC. Voting and disposition decisions with respect to ordinary shares beneficially owned by Altchem Limited are made by the foundation council of Harsaul Foundation, a foundation organized in Panama, in its absolute discretion. As a result, Harsaul Foundation may be deemed to share beneficial ownership of the ordinary shares held by each of Altchem Limited and Orbit Co-Invest A-1 LLC. The address for Altchem Limited is Karaiskaki, 6 City House, 3032, Limassol, Cyprus. The address for Orbit Co-Invest A-1 LLC is 895 Sawyer Road Marietta, GA 30062. The registered address for Harsaul Foundation is Ave. Samuel Lewis and 54 Street, Panama, Republic of Panama.
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(3)
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Consists of 8,148,832 ordinary shares and 171,822 ordinary shares underlying warrants to purchase ordinary shares held by Athyrium Opportunities IV Acquisition 2 LP, Athyrium Opportunities Associates IV LP, Athyrium Opportunities Associates IV GP LLC, Athyrium Funds GP Holdings LLC, Jeffrey A. Ferrell. As reported in a Schedule 13G filed on October 22, 2021, shareholders affiliated with Athyrium Opportunities IV Acquisition 2 LP beneficially own 8,148,832 ordinary shares and 2,000,000 warrants to purchase ordinary shares that were acquired from the Company on October 12, 2021 in a public offering by the Company. The warrants held by the Shareholders affiliated with Athyrium Opportunities IV Acquisition 2 LP are subject to a limitation pursuant to which the Shareholders affiliated with Athyrium Opportunities IV Acquisition 2 LP may not exercise the warrants if such exercise would cause the Shareholders affiliated with Athyrium Opportunities IV Acquisition 2 LP to beneficially own ordinary shares in an amount exceeding the "Beneficial Ownership Limitation" then in effect. The Beneficial Ownership Limitation is subject to adjustment upon 61 days' notice by the holder of the warrants to the company and, as of December 6, 2021, was 9.99% of the outstanding ordinary shares. As a result, only 171,822 of the 2,000,000 ordinary shares underlying the warrants are deemed to be beneficially owned by the Shareholders affiliated with Athyrium Opportunities IV Acquisition 2 LP.
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(4)
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Includes 1,285,052 shares that may be acquired by Mr. Markison upon the exercise of outstanding options.
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(5)
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Excludes the ordinary shares held by Altchem and Orbit Co-Invest A-1 LLC. See footnote 2 above.
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(6)
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Excludes the ordinary shares held by the Avista Funds. See footnote 1 above.
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(7)
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Includes 428,350 shares that may be acquired by Mr. Schaub upon the exercise of outstanding options and 26,212 shares that may be acquired by Mr. Schaub upon the vesting of restricted stock units.
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(8)
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Includes 171,340 shares that may be acquired by Dr. deVries upon the exercise of outstanding options and 26,212 shares that may be acquired by Dr. deVries upon the vesting of restricted stock units.
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(9)
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Includes 171,340 shares that may be acquired by Mr. Klein upon the exercise of outstanding options and 26,212 shares that may be acquired by Mr. Klein upon the vesting of restricted stock units.
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(10)
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Includes 2,270,256 shares that may be acquired by directors and executive officers upon exercise of outstanding options and 104,848 shares that may be acquired by directors and executive officers upon vesting of restricted stock units. Excludes the ordinary shares held by the Avista Funds, Altchem Limited and Orbit Co-Invest A-1 LLC. See footnotes 1 and 2 above.
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