Kiq Bio LLC entered into a term sheet agreement to acquire Unum Therapeutics Inc. (NasdaqGS:UMRX) for $22.7 million in a reverse merger transaction on June 4, 2020. Kiq Bio LLC acquired Unum Therapeutics Inc. in a reverse merger transaction on July 6, 2020. Under the terms of the merger agreement, at the closing of the merger, Unum issued the security holders of Kiq, 6.24 million shares of the common stock of Unum and 0.04 million shares of series A preferred stock. Immediately following the closing of the merger, the former security holders of Kiq as of immediately prior to the merger owned approximately 60.8% of Unum on a fully-diluted basis and stockholders of Unum as of immediately prior to the merger owned approximately 39.2% of Unum on a fully-diluted basis. Concurrently and in connection with the execution of the merger agreement, former Kiq security holders as of immediately prior to the merger, and the directors and officers of Unum as of immediately following the merger, which collectively own an aggregate of approximately 30.7% of Unum outstanding capital stock, entered into lock-up agreements with Unum and Kiq, pursuant to which each stockholder will be subject to a 90 day lockup on the sale or transfer of shares of common stock held by each such stockholder at the closing of the merger, including those shares received by Kiq security holders in the merger. The management of the combined entity will include Chuck Wilson as President and Chief Executive Officer, Jessica Sachs, as Chief Medical Officer, and John Green, as Chief Financial Officer. In conjunction with the transaction, the Board members of combined entity will include Chris Cain, Karen Ferrante, Peter Harwin, Arlene Morris, Matthew Ros, and Chuck Wilson, President and Chief Executive Officer, Unum Therapeutics. On July 6, 2020, immediately prior to the effective time of the merger, Bruce Booth and Joern Aldag resigned from the Board and any respective committee of the Board of Unum to which they were members. In connection with the closing of the merger, Matthew Ros, Arlene Morris and Peter Harwin were appointed to the audit committee of the Board, and Matthew Ros was appointed the chair of the audit committee. The transaction is subject to the approval of the listing of the additional shares of Utah common stock on Nasdaq having been obtained and the shares of Utah common stock to be issued in merger pursuant to this agreement having been approved for listing on Nasdaq, an acquisition of shares of preferred stock of Unum to be consummated concurrently with the closing pursuant to the securities purchase agreement and Kiq Bio LLC having obtained the required vote of its members. The Board of Directors of Unum unanimously approved the agreement and the related transactions, and the consummation of the transaction was not subject to approval of the stockholders of Unum. The transaction was also approved by the board of Kiq Bio LLC. Kingsley L. Taft, Danielle M. Lauzon, Nicole Daley, and Andrew H. Goodman of Goodwin Procter LLP acted as legal advisors to Unum and Ryan Murr and Chris Trester of Gibson, Dunn & Crutcher LLP acted as legal advisor to Kiq. Ladenburg Thalmann & Co. Inc. acted as financial advisor and fairness opinion provider to Unum. Wedbush Securities Inc. acted as exclusive strategic advisor to Kiq. Pursuant to the engagement letter between Ladenburg and Unum, Ladenburg received a transaction fee of $1,100,000 in cash at the closing of the transaction. Unum has also paid Ladenburg an initial fee of $150,000 and an Opinion fee of $250,000 upon delivery of its Opinion which was credited against the transaction fee. Computershare Trust Company, NA acted as transfer agent to Unum. The Proxy Advisory Group, LLC acted as proxy solicitor to Unam. Kiq Bio LLC completed the acquisition of Unum Therapeutics Inc. (NasdaqGS:UMRX) in a reverse merger transaction on July 6, 2020.