Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 12, 2022, Good Works II Acquisition Corp., a Delaware corporation ("Good Works"), entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among Good Works, Direct Biologics, Inc., a Delaware corporation, DB Merger Sub, Inc., a Delaware corporation, DB DRE LLC, a Delaware limited liability company, and Direct Biologics, LLC, a Wyoming limited liability company.

Termination of Business Combination Agreement

On February 15, 2023, the parties to the Business Combination Agreement entered into a mutual Termination Agreement (the "Termination Agreement") which immediately terminated the Business Combination Agreement. The Termination Agreement contained customary mutual releases and covenants not to sue.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Termination Agreement, dated February 15, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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