On October 25, 2022, Silverback Therapeutics, Inc. ("Silverback"), Sabre Merger Sub, Inc. ("Merger Sub") and ARS Pharmaceuticals, Inc. ("ARS Pharma"), reported that it entered into the Second Amendment (the "Amendment") to the Agreement and Plan of Merger and Reorganization, dated as of July 21, 2022, as amended on August 11, 2022 (the "Merger Agreement"), by and among Silverback, Merger Sub and ARS Pharma, pursuant to which the parties agreed to amend the Merger Agreement as follows (Filing, 8-K, Silverback Therapeutics, OCT 25, 2022, View Source [SID1234622488]):

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1.Section 8.5 of the Merger Agreement was amended and restated in its entirety to read as follows:

8.5 Parent Net Cash. Parent Net Cash, as finally determined pursuant to Section 1.6, shall not be less than $210,000,000 nor greater than $265,000,000; provided, however, that if Parent Net Cash is greater than $265,000,000, Parent may declare a Permitted Dividend in the amount of such excess to satisfy such condition."

2.The proviso set forth in Section 4.1(b)(i) of the Merger Agreement was amended and restated in its entirely to read as follows:

"provided, however, that to the extent that Parent Net Cash is greater than $265,000,000, Parent shall be permitted to declare any such excess amount as a dividend (a "Permitted Dividend");"

3.Clause (i) in the definition of Parent Valuation was amended and restated in its entirety to read as follows:

"(i) if Parent Net Cash is greater than $240,000,000, the sum of (x) the Parent Equity Value plus (y) the amount by which, up to $25,000,000, Parent Net Cash exceeds $240,000,000."

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.