Item 1.01 Entry into a Material Definitive Agreement; Amendment to Material
Definitive Agreements.
Share Transfer Agreements
On March 9, 2023, NorthStar Bio Ventures, LLC (the "NorthStar Sponsor") and
Chardan Monterey Investments LLC (the "Chardan Sponsor", together with the
NorthStar Sponsor, the "Co-Sponsors"), the co-sponsors of Monterey Innovation
Acquisition Corp., formerly Monterey Bio Acquisition Corporation (the
"Company"), entered into an agreement ("Co-Sponsor Share Transfer Agreement")
pursuant to which the NorthStar Sponsor transferred 478,125 shares of the
Company's common stock, par value $0.0001 per share (the "founder shares") to
the Chardan Co-Sponsor for a purchase price of $0.006 per share, which is equal
to the initial purchase price paid by the NorthStar Sponsor for such founder
shares.
On March 9, 2023, each of the Co-Sponsors entered into agreements ("Director
Share Transfer Agreements" and, together with the Co-Sponsor Share Transfer
Agreement, the "Share Transfer Agreements") with the three new directors of the
Company described in Item 5.02 below to transfer an aggregate of 35,000 founder
shares to each such director for a purchase price of $0.006 per share, which is
equal to the initial purchase price paid by the NorthStar Sponsor for such
founder shares.
The foregoing summary of the Share Transfer Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of Share
Transfer Agreement attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Letter Agreements
On March 9, 2023, the Company and each of the newly appointed officers and
directors of the Company described in Item 5.02 below (the "Insiders") entered
into a letter agreement (the "Insiders Letter Agreement"), pursuant to which the
Insiders agreed to, among other things, (i) vote all of their shares of Common
Stock, including any founder shares in favor of a business combination in the
event the Company solicits approval of its stockholders for such business
combination; (ii) be bound by certain transfer restrictions in respect of the
founder shares; and (iii) waive certain of the conversion rights with respect to
their founder shares.
On March 9, 2023, the Company and the Co-Sponsors entered into an amended and
restated letter agreement, dated March 9, 2023 (the "A&R Sponsor Letter
Agreement", together with the Insiders Letter Agreement, the "Letter
Agreements"), to reflect, among other things, the transfer of founder shares
between the Co-Sponsors.
The foregoing summary of the Letter Agreements does not purport to be complete
and is qualified in its entirety by reference to the Insiders Letter Agreement
and A&R Sponsor Letter Agreement attached hereto as Exhibit 10.2 and Exhibit
10.3, respectively, and incorporated herein by reference.
Assignment and Assumption
On March 9, 2023, the Company and each of the Co-Sponsors entered into an
Assignment and Assumption of Administrative Services Agreement (the
"Assignment"), pursuant to which the NorthStar Sponsor assigned certain of its
right, title and interest under the Administrative Services Agreement, dated
September 30, 2021, by and between the Company and the NorthStar Sponsor, to the
Chardan Sponsor.
The foregoing summary of the Assignment does not purport to be complete and is
qualified in its entirety by reference to the Assignment attached hereto as
Exhibit 10.4 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors.
On March 9, 2023, Sanjeev Satyal tendered his resignation as Chief Executive
Officer and William McKeever tendered his resignation as Chief Financial Officer
and director. There was no known disagreement with either individual on any
matter relating to the Company's operations, policies or practices.
Also on March 9, 2023, Chris Coleman, Jory Des Jardins and Roderick Hardamon,
were appointed as directors. Mr. Hardamon and Mr. Coleman were appointed to the
audit committee of the Company, and Mr. Hardamon was also designated as the
"audit committee financial expert." Jonas Grossman was appointed to Executive
Chairman. Murat Omur was appointed Chief Executive Officer and Sean McGann was
appointed Chief Financial Officer.
The following sets forth certain information concerning each new director and
officer's past employment history and directorships held in public companies, if
applicable.
Chris Coleman, 52, serves as the President of Liberty United DAO LLC, a
blockchain company and has, since April 2020, served as a Principal and Founder
for Dominus Group, LLC, an acquisition and due diligence consulting firm.
Previously, Mr. Coleman served as the Chief Executive Officer of CMNS Systems
LLC, a management consulting firm, from November 2020 until April 2022. Before
that, he served as the Chief Executive Officer for LookingGlass Cyber Solutions,
Inc., a commercial cyber security company, between 2013 and 2020.
Jory Des Jardins. 50, has nearly 20 years of experience in corporate management,
focusing in the tech and digital marketing space. Ms. Des Jardins serves as
Fractional Executive and Advisor for Candor Partners, a startup advisory
company, since February 2016, and served as a member of the board of directors
of Dragonfly Energy Holdings Corp (formerly, Chardan NexTech Acquisition 2
Corp.) from August 2021 until October 2022. Previously, she served as Chief
Marketing Officer for Countable, a digital community SaaS company, as well as
Fractional Chief Marketing Officer for AboveBoard, an executive recruiting
platform and Chief Marketing Officer for The @ Company, a privacy protocol
company. From July 2019 to May 2020, Ms. Des Jardins served as Head of Global
Startup Marketing for AWS, a cloud services company, and from June 2018 to July
2019, she served as Global Head of Community for ConsenSys, a Web3 Incubator.
From June 2017 to June 2018, she was a Consumer Digital Partner for Tribal
Ventures, and she served as SVP of Global Strategic Alliances for SheKnows Media
between 2014 and 2016. She also served as the President of BlogHer, a media
marketing platform she founded in March 2005 until November 2014. Ms. Des
Jardins holds a Bachelor of Arts degree in English Literature from the
University of Illinois, Urbana-Champaign.
Roderick Hardamon, 46, has served as the Chief Executive Officer and Chief
Strategist of URGE Imprint LLC, an integrated boutique management consulting
firm since 2016, and as Chief Executive Officer of URGE Development Group LLC, a
real estate development company since 2017. From August 2021 until October 2022,
Mr. Hardamon served on the board of directors and on the audit committee for
Dragonfly Energy Holdings Corp. (formerly, Chardan NexTech Acquisition 2 Corp.).
Previously, he served as the North America Head & Global Head of Strategy for
Citi Alternative Investment Services, and as Global Co-Head of Mergers and
Acquisition (M&A) for Citi Markets & Banking. Mr. Hardamon has also served on
the board of directors for the Boys and Girls Club of Southeastern Michigan and
the Metro Detroit Black Business Alliance since 2020 and 2022, respectively. Mr.
Hardamon earned a Bachelor of Arts degree in Philosophy and a Bachelor of
Science degree in Accounting from Morehouse College.
Murat Omur, 45, has 15 years of investment banking experience in the healthcare
mergers and acquisitions space Mr. Omur serves as Managing Director of
Healthcare Investment Banking and Principal Investments at Chardan Capital
Markets, since June 2019. Prior to joining Chardan, Mr. Omur was an Executive
Director in Healthcare Investment Banking at Nomura Securities from October 2015
to April 2019. Prior to Nomura, he was a Director at Perella Weinberg Partners,
focusing on mergers and acquisitions, including healthcare. Before joining
Perella Weinberg, Mr. Omur worked in the mergers and acquisitions group of
Merrill Lynch. Mr. Omur holds a Bachelor of Arts degree in International
Relations and Sociology from Bo?aziçi University, a Master of Arts in
International Relations from Johns Hopkins University, and a Masters of Business
Administration in Finance from Columbia Business School.
Sean McGann, 37, has over 15 years of investment banking and strategy
experience. Mr. McGann is a Managing Director in the Principal Investments Group
for Chardan Capital Markets, a position he has held since November 2020.
Previously, Mr. McGann was at Citigroup from June 2013 to November 2020 where he
was the Director of Product Strategy for the Corporate and Investment Bank and
served as an Investment Banker covering clients in the Financial Technology and
Asset Management sectors. He has also acted as an advisor to several special
purpose acquisition companies, including Chardan NexTech Acquisition 2 Corp.,
CleanTech Acquisition Corp. and Ventoux CCM Corp. Mr. McGann holds a Masters of
Business Administration in Finance from Georgetown University and a Bachelor of
Science in Accounting from Boston College.
The Company has determined that none of the newly appointed directors or
officers has or had a direct or indirect material interest in any transaction in
which the Company was or is a participant, that would be required to be
disclosed under Item 404(a) of Regulation S-K. None of the newly appointed
directors or officers will receive any compensation in connection with their
appointment.
The Company has entered into a standard director indemnity agreement with each
of the Insiders, a form of which was filed as Exhibit 10.9 to the Company's
Current Report on Form 8-K filed with the SEC on October 6, 2021.
Item 5.03 Amendment to Certificate of Incorporation or Bylaws.
On March 10, 2023, the Company filed an amendment to its amended and restated
certificate of incorporation with the Secretary of State of Delaware to change
its corporate name from "Monterey Bio Acquisition Corporation" to "Monterey
Innovation Acquisition Corp." (the "Name Change Amendment"). The Name Change
Amendment was effective as of March 10, 2023. The Name Change Amendment is filed
as Exhibit 3.1 to this Current Report.
Item 8.01 Other Events.
On March 10, 2023, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
changes in management, its expanded acquisition strategy to include a broader
universe of disruptive technology targets, and other transactions described
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment
10.1 Form of Share Transfer Agreement
Letter Agreement, dated March 9, 2023, by and between the Company
10.2 and certain directors and officers of the Company
Letter Agreement, dated March 9, 2023, among the Company, NorthStar
10.3 Bio Ventures, LLC and Chardan Monterey Investments LLC
Assignment and Assumption of Administrative Services Agreement,
dated March 9, 2023, among the Company, NorthStar Bio Ventures, LLC
10.4 and Chardan Monterey Investments LLC
99.1 Press Release, dated March 10, 2023.
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