Vigil Neuroscience Director Exits as Sanofi Merger Closes, Shares at $8 Cash
Rhea-AI Filing Summary
Vigil Neuroscience, Inc. (VIGL) – Form 4 (Insider Transaction)
Director Gerhard Koenig reported the disposition of all remaining equity interests on 08/05/2025, coinciding with the closing of Vigil’s merger with Sanofi. At the effective time, each outstanding share of Vigil common stock was automatically converted into the right to receive $8.00 in cash plus one contingent value right (CVR) worth up to an additional $2.00, together defined as the “Merger Consideration.”
Koenig’s holdings affected:
- 5,000 restricted stock units (reported as common stock) – cancelled for cash + CVR.
- 110,175 stock options across seven grants (exercise prices $1.89-$6.02) – all vested, cancelled, and cashed out for the intrinsic value difference versus the $8.00 cash price, plus one CVR per underlying share.
Post-transaction, Koenig reports 0 shares and 0 derivative securities, reflecting full exit following Vigil’s transition to a wholly owned Sanofi subsidiary.
Positive
- None.
Negative
- None.
Insights
TL;DR All insider equity cancelled for $8 cash + CVR, confirming Sanofi’s acquisition of Vigil closed on 08/05/25.
This Form 4 evidences consummation of the merger: equity converts to cash and CVRs, options paid out at intrinsic value. Insider ownership now zero, indicating no rollover equity. While the filing is administrative, it signals deal completion and cash realization for minority holders. The added CVR provides upside tied to a clinical milestone, modestly improving total consideration. From an arbitrage view, closing risk is eliminated, shifting focus to CVR milestone probability.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option Award (Right to Buy) | 18,029 | $0.00 | -- |
| Disposition | Stock Option Award (Right to Buy) | 6,954 | $0.00 | -- |
| Disposition | Stock Option Award (Right to Buy) | 36,690 | $0.00 | -- |
| Disposition | Stock Option Award (Right to Buy) | 18,068 | $0.00 | -- |
| Disposition | Stock Option Award (Right to Buy) | 13,928 | $0.00 | -- |
| Disposition | Stock Option Award (Right to Buy) | 4,351 | $0.00 | -- |
| Disposition | Stock Option Award (Right to Buy) | 12,155 | $0.00 | -- |
| Disposition | Common Stock | 5,000 | $0.00 | -- |
Footnotes (1)
- This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Sanofi ("Parent"), and Vesper Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on August 5, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $8.00 per share of Common Stock in cash, without interest (the "Closing Amount") plus (ii) one contingent value right ("CVR"), representing the right to receive $2.00 payable in cash, conditioned upon satisfaction of a certain clinical milestone (together with the Closing Amount, the "Merger Consideration"). Represents Restricted Stock Units ("RSUs"), each of which represented the contingent right to receive one share of the Common Stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU that is outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested, and was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such RSU immediately prior to the Effective Time, multiplied by (b) the Closing Amount and (ii) one CVR for each share subject to such RSU. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested. Each stock option having an exercise price per share that was less than the Closing Amount was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such option immediately prior to the Effective Time, multiplied by (b) the excess of (1) the Closing Amount over (2) the exercise price per share under such option and (ii) one CVR for each share subject to such option.
