Naomi, Priya, David,
I wanted to follow up promptly after this afternoon's board meeting to confirm the decision and outline the steps ahead. I know this is not the outcome anyone was working toward, but the Board made a thoughtful, well-reasoned decision, and we want to ensure the withdrawal process is executed cleanly and efficiently.
**1. Confirmation of Board Decision**
As you know, the Board of Directors of Lumos Analytics Inc. earlier today adopted resolutions authorizing the withdrawal of the Company's Registration Statement on Form S-1 (SEC File Number 333-264518). The Board determined that, in light of the continued adverse conditions in the public equity markets — including the significant and sustained decline in the Nasdaq Composite — proceeding with the offering is not in the best interests of the Company and its stockholders at this time. This follows the Board's prior decision on May 16, 2022 to delay pricing, and the market deterioration that has persisted in the weeks since has only reinforced the rationale for withdrawal. We will maintain the executed board resolutions in the closing files.
**2. Form RW — Preparation and Filing**
Calderwood & Harkness will prepare the Application for Withdrawal of Registration Statement on Form RW pursuant to Rule 477 under the Securities Act of 1933. The filing will reference SEC File Number 333-264518 and CIK 0001923847, and will confirm that no securities were sold pursuant to the Registration Statement.
Our target is to have the Form RW filed by end of this week — ideally by Friday, June 10. We will coordinate with Hennessy Consulting Group (Martin Royce) on the EDGAR filing logistics.
Naomi, could you confirm who should serve as the authorized signatory on the Form RW? Either Priya or David would be appropriate. Once confirmed, we will circulate a draft for review and arrange for execution.
As a procedural note, the SEC will need to consent to the withdrawal. Based on our experience, this typically takes only a few business days following filing, assuming the filing is in order. We do not anticipate any complications.
**3. Notification to Underwriters and Termination of Underwriting Arrangements**
We will coordinate with Pinnacle Securities LLC — specifically Andrew Castellano and Lisa Drummond — to formally notify them of the Board's withdrawal decision. As the Underwriting Agreement was never executed, there is no formal termination required. That said, a written notification to Pinnacle Securities as representative of the syndicate is appropriate, and we will prepare courtesy notifications to Whitfield & Company LLC (Derek Kaplan) and Graystone Capital Markets Inc. (Hannah Morales) as well.
I would suggest a brief call with Andrew and Lisa in the next day or two to discuss logistics and ensure alignment. Could you let me know whether the Company would prefer to lead that communication directly, or whether you would like Calderwood & Harkness to take the first call on your behalf? Either approach works — just want to make sure we are coordinated.
We will also notify Hargrove & Liddell LLP (Michael Sorrentino), as underwriters' counsel, so they can wind down their workstreams accordingly.
**4. Lock-Up Agreement Termination Mechanics**
As you will recall, the form lock-up agreements were executed in favor of Pinnacle Securities by directors, executive officers, and stockholders holding more than 1% of the Company's outstanding shares. Because the offering will not proceed and no final prospectus will be issued, the 180-day lock-up period was never triggered — the lock-up by its terms runs from the date of the final prospectus.
Nevertheless, as a matter of good practice and to eliminate any ambiguity, we recommend that we prepare a brief letter to Pinnacle Securities requesting their formal confirmation that the lock-up agreements are terminated and of no further force or effect. Pinnacle has sole discretion over release under the terms of the agreements, but given that no offering occurred, we fully expect this to be a formality.
Once Pinnacle provides that confirmation, we will circulate a notice to all lock-up signatories — directors, officers, and the significant stockholders, including Velthryn Venture Partners Fund IV, L.P., Arclight Equity Group Fund VII, L.P., and Ridgeline Capital Partners Fund II, L.P. — confirming that they are released from their lock-up obligations.
**5. Other Third-Party and Workstream Wrap-Up**
A number of third-party engagements and workstreams can now be wound down:
- **Meridian & Howe LLP (Gregory Simmons):** No comfort letter or accountant's consent will be needed. We will notify Greg that the engagement is winding down.
- **Broadleaf Transfer Services Inc.:** The transfer agent and registrar arrangement was not finalized. No action is required other than a courtesy notice, which we will handle.
- **Terrace Hill Insurance Group (Julia Brennan):** The D&O tail policy — $30 million aggregate limit, $2.4 million premium — was not bound. Naomi, can you confirm that the Company does not wish to proceed with binding the IPO-specific D&O policy? I am assuming the existing private-company D&O coverage remains in place and provides adequate coverage for the current profile.
- **Hennessy Consulting Group LLC (Martin Royce):** We will notify the financial printer/EDGAR agent and will need their assistance in filing the Form RW on EDGAR, as noted above.
- **Nasdaq:** The listing application for ticker symbol "LMSA" on the Nasdaq Global Select Market should be formally withdrawn. Naomi, would the Company prefer to handle this communication directly, or would you like us to prepare and submit the withdrawal on the Company's behalf?
- **Brindoval Data Centers LLC, Nordwell Financial Technologies Inc., Ashford National Bank:** We are not aware of any IPO-specific action items with these counterparties, but to the extent any of them had been notified of the offering or any consents were in process, those efforts can be stood down. Please let us know if there are any loose ends we should be aware of.
**6. Governance Documents and Corporate Housekeeping**
A few notes on the governance documents that were prepared in connection with the offering:
- The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each in IPO form, were conditioned on the closing of the offering and will not become effective. The Company's existing charter and bylaws remain in place.
- The Written Consent of Stockholders adopting the restated charter similarly does not become effective.
- The Board committee charters — Audit, Compensation, and Nominating and Corporate Governance — remain in draft form. The Company may wish to consider adopting some or all of these on a voluntary basis as a governance enhancement, even absent a public listing. That is entirely at the Board's discretion, and we are happy to finalize any or all of them if the Board determines it would be beneficial.
- The draft Insider Trading Policy is also available if the Company wishes to adopt it voluntarily. Again, happy to discuss.
**7. Withdrawal Consequences Memorandum**
Audrey Zhou and I have been preparing a detailed internal memorandum analyzing the full legal and practical consequences of the withdrawal. The memo covers, among other things: the Rule 477 process and SEC procedural considerations, preservation of confidential treatment for the Company's draft registration statement submissions, the ability to refile in the future, contractual obligations, the impact (or lack thereof) on the Company's 11,300,000 outstanding stock options at a weighted-average exercise price of $4.82, investor rights under existing agreements, and strategic considerations for a potential future IPO or alternative liquidity event.
We will circulate a final version to the three of you later this week for review and discussion.
**8. Fees and Engagement Status**
Calderwood & Harkness will prepare a final invoice through the completion of all withdrawal-related work. Our fees remain well within the $1,950,000 cap established in the engagement letter dated November 8, 2021 (matter number 1008-00002). Once all withdrawal steps are completed, we will formally close the engagement and send a separate engagement closing letter at that time.
**9. Closing Thoughts**
I recognize this is a disappointing outcome given the significant effort that the Lumos team and all parties have invested over the past seven months. The amount of work that went into preparing this Company for the public markets was substantial, and none of it is wasted. The Company's business fundamentals — $187.4 million in revenue for fiscal year 2021, representing 58% year-over-year growth, and ARR of $219.5 million as of Q1 2022 — speak for themselves. Lumos will be exceptionally well-positioned for a return to the public markets when conditions improve, and the substantial preparation work already completed will meaningfully accelerate that process when the time comes.
I would like to suggest we set up a call tomorrow — Tuesday — with Naomi, Priya, and David to walk through these action items in detail and assign responsibilities. Please let me know what time works, and I will send a calendar invitation.
In the meantime, please do not hesitate to reach out with any questions. I am available this evening and throughout the week.
Best regards,
Robert Adeyemi Partner, Capital Markets Group Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Direct: (415) 772-4138 radeyemi@calderwoodharkness.com