0001209191-23-013671.txt : 20230228 0001209191-23-013671.hdr.sgml : 20230228 20230228162955 ACCESSION NUMBER: 0001209191-23-013671 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230224 FILED AS OF DATE: 20230228 DATE AS OF CHANGE: 20230228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schwab Andrew J. CENTRAL INDEX KEY: 0001598549 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685971 MAIL ADDRESS: STREET 1: C/O 5AM VENTURES STREET 2: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PARMAR KUSH CENTRAL INDEX KEY: 0001664281 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685970 MAIL ADDRESS: STREET 1: C/O 5AM VENTURES STREET 2: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Opportunities I, L.P. CENTRAL INDEX KEY: 0001753000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685972 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Ventures VI, L.P. CENTRAL INDEX KEY: 0001753037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685973 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Opportunities II (GP), LLC CENTRAL INDEX KEY: 0001873515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685969 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Partners VI, LLC CENTRAL INDEX KEY: 0001829051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685974 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Opportunities II, L.P. CENTRAL INDEX KEY: 0001844401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685968 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Opportunities I (GP), LLC CENTRAL INDEX KEY: 0001790778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41201 FILM NUMBER: 23685967 BUSINESS ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 993-8565 MAIL ADDRESS: STREET 1: 501 2ND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CinCor Pharma, Inc. CENTRAL INDEX KEY: 0001868734 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 230 THIRD AVE., 6TH FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 8445311834 MAIL ADDRESS: STREET 1: 230 THIRD AVE., 6TH FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-24 1 0001868734 CinCor Pharma, Inc. CINC 0001829051 5AM Partners VI, LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001753037 5AM Ventures VI, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001753000 5AM Opportunities I, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001598549 Schwab Andrew J. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001664281 PARMAR KUSH 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001873515 5AM Opportunities II (GP), LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001844401 5AM Opportunities II, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 0001790778 5AM Opportunities I (GP), LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO CA 94107 0 0 1 0 Common Stock 2023-02-24 4 U 0 3953990 D 0 I By 5AM Ventures VI, L.P. Common Stock 2023-02-24 4 U 0 487333 D 0 I By 5AM Opportunities II, L.P. Common Stock 2023-02-24 4 U 0 496323 D 0 I By 5AM Opportunities I, L.P. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (2)] [continues from footnote (1)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price. Shares are held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Shares are held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the sole general partner of Opportunities II. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. 5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member 2023-02-28 5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member 2023-02-28 5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member 2023-02-28 /s/ Andrew J. Schwab 2023-02-28 /s/ Kush Parmar 2023-02-28 5AM Opportunities II (GP), LLC, By /s/ Kush Parmar, Managing Member 2023-02-28 5AM Opportunities II, L.P., By: 5AM Opportunities II (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member 2023-02-28 5AM Opportunities I (GP), LLC, By /s/ Kush Parmar, Managing Member 2023-02-28