Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
Pursuant to the 2022 Term Sheet, a 2022 Note (defined below) will convert into
shares of the Company's Series D-1 Convertible Preferred Stock, par value
The 2022 Financing
Subject to the terms and conditions of the 2022 Term Sheet, the Company will use its best efforts to arrange for the 2022 Financing, which amounts will be obtained in several tranches. The proceeds from the 2022 Financing will be used to fund the Company's drug discovery and development program, as currently constituted and envisioned, and to fund the Company's general and administrative expenses.
Structure of the Financing
The 2022 Financing will be in the form of an unsecured convertible loan (the "Loan") from various investors (collectively, the "Investors") that will be evidenced by convertible promissory notes (individually, a "2022 Note" and collectively, the "2022 Notes"). In addition to customary provisions, the 2022 Note contains the following provisions:
(i) The Loan will bear interest at the rate of eight percent (8%) per annum on the outstanding principal amount of the Loan that has been funded to the Company;
(ii) The Loan shall be due and payable in full on the earliest of: (i) the date upon which an event of default occurs and is continuing; (ii) a change of control of the Company; or (iii) twelve months after the issue date of a 2022 Note; and
(iii) The outstanding principal amount and interest payable under the Loan is convertible at the Investor's option as follows:
(a) The Loan is voluntarily convertible into shares of the Company's Series D-1
Preferred Stock at any time while the Loan is outstanding at a price per share
equal to
(b) The Loan is automatically convertible into shares of the Company's Series
D-1 Preferred Stock twelve months after the issue date of a 2022 Note at a price
per share equal to
(c) The Series D-1 Preferred Stock is convertible into ten (10) shares of the
Company's common stock, par value
The form of the 2022 Note is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
The foregoing summary of the 2022 Term Sheet does not purport to be complete and
is qualified in its entirety by reference to the full text of the 2022 Term
Sheet that will be filed with the
Closing of the 2021 Financing
Pursuant to the approval of the 2022 Financing by the Board, the Board approved
the closing of the financing that the Board approved on
The Company believes the issuance of the 2021 Notes was exempt, and the issuance of the 2022 Notes will be exempt, from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(a)(2) of the Securities Act (or Rule 506 of Regulation D promulgated thereunder) as transactions not involving a public offering.
Item 3.02 Unregistered Sales of
The information set forth in Item 2.03 is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Form of Unsecured Convertible Promissory Note. 104 Cover Page Interactive Date File (the cover page XBRL tags are embedded within the inline XBRL document).
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