Form 4: Vigil Neuroscience Insider Disposes Shares on Sanofi Deal

Rhea-AI Filing Summary

Vigil Neuroscience (VIGL) – Form 4 insider filing

President & CEO Ivana Magovcevic-Liebisch reports the disposition of all directly held equity in connection with the 08/05/2025 closing of Vigil’s merger with Sanofi. At the effective time each outstanding share of common stock converted into the right to receive $8.00 cash plus one contingent value right (CVR) worth up to $2.00, subject to a clinical milestone.

The filing shows 222,687 common shares and eight option grants covering roughly 2.96 million shares marked “D” (disposed). Unvested options were accelerated, then: (i) options with strike < $8 were cashed out for the in-the-money spread and granted one CVR per underlying share; (ii) options with strike ≥ $8 and < $10 were exchanged solely for CVRs, with potential incremental cash if the milestone is achieved. Following these transactions the reporting person lists 0 derivative holdings and retains rights only to the merger consideration.

Positive

• Merger completion provides $8.00 immediate cash per share plus a potential $2 CVR upside.
• Unvested options fully accelerated and cashed-out, giving insiders and employees near-term liquidity.

Negative

• CEO disposes entire equity stake, leaving no ongoing insider share ownership post-merger.
• Options with strike prices ≥ $8 receive no guaranteed cash; value depends solely on milestone-contingent CVRs.

Insights

M&A Specialist

TL;DR – Filing confirms Sanofi deal closed; insider equity cancelled for $8 cash + $2 CVR.

The Form 4 evidences legal consummation of Sanofi’s take-over of Vigil Neuroscience. All shares and options of the CEO have been cancelled for the agreed merger consideration, removing any residual minority float. Acceleration of unvested options and cash‐out for in-the-money strikes simplifies post-closing integration and eliminates dilution for Sanofi. The cash element is immediate and the CVR provides upside linked to a clinical milestone, aligning holders with future R&D success. Overall impact is shareholder-friendly and signals completion of a material corporate event.

Portfolio Manager

TL;DR – Cash exit secured; future value hinged on milestone-based CVR.

The disclosure finalises liquidity for VIGL investors via the $8 cash payout while leaving optionality through the $2 CVR. From a portfolio standpoint the position is effectively converted to cash plus a binary biotech kicker, allowing redeployment of capital with limited downside. The CEO’s full exit removes management alignment but is consistent with a change-of-control. Impact rated positive because cash settlement eliminates market risk on the equity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Magovcevic-Liebisch Ivana

(Last) (First) (Middle)

VIGIL NEUROSCIENCE, INC.

100 FORGE ROAD, SUITE 700

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [ VIGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/05/2025		D(1)		222,687	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option Award (Right to Buy)	$1.89	08/05/2025		D(1)			369,351	(2)	(2)	Common Stock	369,351	(2)	0	D
Stock Option Award (Right to Buy)	$1.89	08/05/2025		D(1)			210,629	(2)	(2)	Common Stock	210,629	(2)	0	D
Stock Option Award (Right to Buy)	$6.02	08/05/2025		D(1)			405,494	(2)	(2)	Common Stock	405,494	(2)	0	D
Stock Option Award (Right to Buy)	$9.57	08/05/2025		D(1)			43,271	(3)	(3)	Common Stock	43,271	(3)	0	D
Stock Option Award (Right to Buy)	$3.03	08/05/2025		D(1)			282,000	(2)	(2)	Common Stock	282,000	(2)	0	D
Stock Option Award (Right to Buy)	$3.03	08/05/2025		D(1)			370,000	(2)	(2)	Common Stock	370,000	(2)	0	D
Stock Option Award (Right to Buy)	$3.39	08/05/2025		D(1)			463,000	(2)	(2)	Common Stock	463,000	(2)	0	D
Stock Option Award (Right to Buy)	$2.19	08/05/2025		D(1)			485,000	(2)	(2)	Common Stock	485,000	(2)	0	D

Explanation of Responses:

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").

2. 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.

3. Each stock option having an exercise price per share that is equal to or greater than the Closing Amount but less than $10.00 was cancelled and converted into the right to receive one CVR for each share subject to such option immediately prior to the Effective Time, except that if the milestone is achieved in respect of the CVR, the cash amount to be paid to such option holder will be an amount equal to (i) $10.00 minus (ii) the exercise price per share subject to such option, subject to applicable tax withholdings

	/s/ Michael Cohen, Attorney-in-Fact	08/05/2025
	** Signature of Reporting Person	Date
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FAQ

What consideration did Sanofi pay for Vigil Neuroscience (VIGL)?

Shareholders receive $8.00 in cash plus one $2.00 CVR contingent on a clinical milestone.

How many VIGL shares did the CEO dispose of in the Form 4?

The filing shows 222,687 common shares converted to the merger consideration.

What happens to Vigil Neuroscience stock options after the merger?

All options vested immediately; in-the-money options were cashed out for the spread and CVRs, others exchanged for CVRs only.

Does the reporting person retain any derivative securities post-merger?

No. The Form 4 lists 0 derivative securities remaining after the transaction.

Is there any future payment potential beyond the $8 cash?

Yes, each share or option now carries a contingent value right worth up to $2 if the specified clinical milestone is met.