COMMON STOCK PURCHASE WARRANT
GENOME DX THERAPEUTICS INC.
Warrant to Purchase 68,807 Shares of Common Stock
Warrant No.: GDT-W-002 Date of Issuance: March 6, 2026 Void After: March 6, 2036
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
This Warrant is issued in connection with that certain Bridge Loan Agreement dated as of March 6, 2026 (the "Bridge Loan Agreement"), among Genome Dx Therapeutics Inc. (as Borrower), Pinnacle Venture Lending Corp. (as Administrative Agent and a Lender), Cobalt Life Sciences Fund III, L.P. (as a Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent).
PREAMBLE
Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 450 Genome Way, Suite 300, South San Francisco, California 94080, hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Cobalt Life Sciences Fund III, L.P., a Delaware limited partnership (the "Holder"), with its principal office at 600 Lexington Avenue, 22nd Floor, New York, New York 10022, is entitled, subject to the terms and conditions set forth herein, to purchase from the Company up to sixty-eight thousand eight hundred and seven (68,807) shares of Common Stock (as defined below), at the Exercise Price (as defined below), at any time and from time to time on or after the date hereof and on or prior to 5:00 p.m. (Pacific Time) on the Expiration Date (as defined below), all subject to the terms, provisions, and conditions set forth in this Common Stock Purchase Warrant (this "Warrant").
This Warrant is issued as partial consideration for the Holder's commitment to lend Five Million Dollars ($5,000,000) to the Company under the Bridge Loan Agreement. The number of Warrant Shares issuable hereunder has been calculated as follows: 3.00% of the Holder's $5,000,000 commitment amount equals $150,000 in warrant coverage value; $150,000 divided by $2.18 (the Series B Price, as defined below) equals 68,807.33 shares, rounded down to the nearest whole share, yielding 68,807 Warrant Shares.
RECITALS
WHEREAS, the Company and the Holder have entered into the Bridge Loan Agreement dated as of March 6, 2026, pursuant to which the Holder has committed to lend Five Million Dollars ($5,000,000), representing thirty-three and one-third percent (33.33%) of the aggregate Fifteen Million Dollar ($15,000,000) credit facility, to the Company on the terms and conditions set forth therein;
WHEREAS, as an inducement for the Holder to enter into the Bridge Loan Agreement and to make such loan commitment available to the Company, the Company has agreed to issue this Warrant to the Holder as partial consideration therefor;
WHEREAS, the Company desires to issue this Warrant to the Holder, and the Holder desires to accept this Warrant from the Company, on the terms and conditions set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, and intending to be legally bound hereby, the Company and the Holder agree as follows:
SECTION 1: DEFINITIONS
As used in this Warrant, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bridge Loan Agreement.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if such first Person owns, directly or indirectly, more than fifty percent (50%) of the voting equity interests of such other Person.
"Board of Directors" means the board of directors of the Company, as duly constituted from time to time.
"Bridge Loan Agreement" means that certain Bridge Loan Agreement dated as of March 6, 2026, by and among the Company (as Borrower), Pinnacle Venture Lending Corp. (as Administrative Agent and a Lender), the Holder (as a Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in San Francisco, California or New York, New York are authorized or required by applicable law or executive order to close.
"Common Stock" means the common stock, par value $0.001 per share, of the Company, and any securities into which such common stock may hereafter be reclassified or changed.
"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and any successor thereto by merger, consolidation, or similar transaction.
"Exercise Date" means the date on which the Holder delivers a duly executed Exercise Notice to the Company and tenders payment of the aggregate Exercise Price (or elects cashless exercise) in accordance with Section 3 hereof.
"Exercise Notice" means the written notice of exercise in the form attached hereto as Exhibit A, duly executed by the Holder or its authorized representative.
"Exercise Price" means the per-share price at which each Warrant Share may be purchased upon exercise of this Warrant, as determined in accordance with Section 2(b) hereof, subject to adjustment as provided in Section 9 hereof.
"Expiration Date" means March 6, 2036, which is the date that is ten (10) years from the date of issuance of this Warrant; provided, however, that if such date is not a Business Day, the Expiration Date shall be the immediately preceding Business Day.
"Holder" means Cobalt Life Sciences Fund III, L.P., a Delaware limited partnership, or any permitted transferee or assignee of this Warrant pursuant to Section 8 hereof who has complied with the transfer requirements set forth therein.
"Person" means an individual, corporation, partnership, limited partnership, limited liability company, joint venture, trust, unincorporated organization, governmental authority, or other entity of any kind.
"Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder, or any successor statute.
"Series B Price" means $2.18 per share, being the price per share paid by investors in the Company's Series B preferred stock financing, which was completed in August 2024.
"Series C Equity Financing" means any equity financing of the Company resulting in the issuance of preferred stock of the Company in which the Company raises at least Twenty Million Dollars ($20,000,000) in gross proceeds, as further described and defined in the Bridge Loan Agreement.
"Series C Price" means the per-share price at which shares of the Company's preferred stock are sold to investors in the Series C Equity Financing, as determined upon the initial closing thereof.
"Warrant" means this Common Stock Purchase Warrant, as the same may be amended, modified, or supplemented from time to time in accordance with Section 15 hereof.
"Warrant Shares" means the shares of Common Stock issuable upon exercise of this Warrant, initially sixty-eight thousand eight hundred and seven (68,807) shares, subject to adjustment as provided in Section 9 hereof.
SECTION 2: GRANT OF WARRANT; NUMBER OF SHARES; EXERCISE PRICE
Section 2(a): Grant and Number of Shares
Subject to the terms and conditions set forth in this Warrant, the Company hereby grants to the Holder the right to purchase from the Company up to sixty-eight thousand eight hundred and seven (68,807) shares of Common Stock (as adjusted from time to time pursuant to Section 9 hereof, the "Warrant Shares"). The number of Warrant Shares has been derived as follows: the Holder's commitment amount under the Bridge Loan Agreement is Five Million Dollars ($5,000,000); the applicable warrant coverage percentage is three percent (3.00%); accordingly, the aggregate warrant coverage value is One Hundred Fifty Thousand Dollars ($150,000); dividing $150,000 by the Series B Price of $2.18 per share yields 68,807.33 shares, which, when rounded down to the nearest whole share in accordance with Section 2(c) hereof, equals 68,807 Warrant Shares.
Section 2(b): Exercise Price
The per-share exercise price for each Warrant Share (the "Exercise Price") shall be the lesser of:
(a) Two Dollars and Eighteen Cents ($2.18), which is the Series B Price; and
(b) eighty percent (80%) of the Series C Price (i.e., the per-share price paid by investors in the Series C Equity Financing, multiplied by 0.80).
If no Series C Equity Financing has closed prior to the applicable Exercise Date, the Exercise Price shall be Two Dollars and Eighteen Cents ($2.18) per Warrant Share. Once the Series C Equity Financing has closed and the Series C Price has been established, the Exercise Price shall be automatically and permanently adjusted to reflect the lesser of clause (a) and clause (b) above for all subsequent exercises of this Warrant, without any further action by the Company or the Holder. For the avoidance of doubt, if the Series C Price, when multiplied by 0.80, yields an amount that is equal to or greater than $2.18, then the Exercise Price shall remain at $2.18. By way of illustrative example only, and without limiting the generality of the foregoing, if the Series C Equity Financing closes at a pre-money valuation of approximately One Hundred Forty Million Dollars ($140,000,000) and the resulting Series C Price is determined to be, hypothetically, $3.50 per share, then eighty percent (80%) of $3.50 would equal $2.80, and because $2.18 is less than $2.80, the Exercise Price would remain at $2.18. Conversely, if the Series C Price were determined to be $2.50 per share, then eighty percent (80%) of $2.50 would equal $2.00, and because $2.00 is less than $2.18, the Exercise Price would be adjusted to $2.00 per Warrant Share.
Section 2(c): No Fractional Shares
No fractional Warrant Shares shall be issued upon any exercise of this Warrant. If the exercise of this Warrant would result in the issuance of a fractional share, the number of Warrant Shares to be issued shall be rounded down to the nearest whole share, and the Company shall pay to the Holder, in cash, an amount equal to the fractional share multiplied by the Fair Market Value (as defined in Section 3(c)) of one share of Common Stock as of the Exercise Date, less the Exercise Price allocable to such fractional share.
SECTION 3: EXERCISE OF WARRANT
Section 3(a): Exercise Period
This Warrant may be exercised, in whole or in part, at any time and from time to time on or after the date hereof (March 6, 2026) and on or prior to 5:00 p.m. (Pacific Time) on the Expiration Date (March 6, 2036). Any portion of this Warrant not exercised on or prior to the Expiration Date shall automatically, and without any action on the part of the Holder, be deemed void and of no further force or effect after the Expiration Date, and neither the Company nor the Holder shall have any further rights or obligations hereunder with respect to such unexercised portion.
Section 3(b): Method of Exercise
To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at its principal office, or at such other address as the Company may designate by notice to the Holder in accordance with Section 10:
(i) a duly executed Exercise Notice in the form attached hereto as Exhibit A, specifying the number of Warrant Shares to be purchased and the method of payment elected by the Holder;
(ii) this original Warrant (or, if this original Warrant has been lost, stolen, or destroyed, an affidavit of loss and an indemnity bond or other indemnity agreement, in form and substance reasonably satisfactory to the Company, in accordance with Section 12 hereof); and
(iii) payment of the aggregate Exercise Price for the Warrant Shares being purchased, which payment shall be made by one of the following methods, at the election of the Holder:
(A) wire transfer of immediately available funds to an account designated by the Company in writing;
(B) a certified or official bank check payable to the order of the Company; or
(C) cashless (net) exercise as provided in Section 3(c) below.
Section 3(c): Cashless (Net) Exercise
In lieu of paying the aggregate Exercise Price in cash or by check, the Holder may elect to exercise this Warrant, in whole or in part, on a cashless (net exercise) basis. Upon such election, the Holder shall surrender this Warrant (or the applicable portion thereof) to the Company, and the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:
Net Shares = (A − B) × C ÷ A
Where:
A = Fair Market Value per share of Common Stock on the Exercise Date;
B = Exercise Price per share in effect on the Exercise Date; and
C = the number of Warrant Shares as to which this Warrant is being exercised.
For purposes of this Section 3(c), "Fair Market Value" per share of Common Stock shall mean:
(i) if the Common Stock is then listed or quoted on a national securities exchange (including The New York Stock Exchange, The Nasdaq Stock Market, or any successor thereto), the volume-weighted average closing price per share of Common Stock on such exchange for the ten (10) consecutive trading days immediately preceding the Exercise Date, as reported by Crowne Albany Systems (or, if Crowne Albany Systems is not available, as reported by another nationally recognized reporting service selected by the Board of Directors in good faith); or
(ii) if the Common Stock is not then listed or quoted on a national securities exchange, the fair market value per share of Common Stock as determined in good faith by the Board of Directors, with such determination to be evidenced by a written resolution of the Board of Directors delivered to the Holder promptly upon request. In the event of a dispute regarding such determination, the Company and the Holder shall engage a nationally recognized independent valuation firm mutually agreed upon by the Company and the Holder (or, if they cannot agree, selected by the American Arbitration Association in San Francisco, California), and the determination of such valuation firm shall be final and binding upon the parties. The cost of such valuation shall be borne equally by the Company and the Holder.
The cashless exercise right set forth in this Section 3(c) shall be available to the Holder regardless of whether an effective registration statement under the Securities Act is then in effect covering the resale of the Warrant Shares.
Section 3(d): Delivery of Certificates or Book-Entry Shares
Within five (5) Business Days after the Exercise Date (or such shorter period as may be required by applicable law), the Company shall:
(i) cause to be issued in the name of the Holder (or such other name as the Holder may designate in the Exercise Notice) and deliver to the Holder a stock certificate or book-entry statement representing the number of duly and validly issued, fully paid, and non-assessable Warrant Shares to which the Holder is entitled upon such exercise; and
(ii) if this Warrant is exercised in part only, issue and deliver to the Holder a new warrant of like tenor and date, representing the right to purchase the number of Warrant Shares as to which this Warrant has not been exercised, which new warrant shall in all other respects be identical to this Warrant.
Section 3(e): Effective Date of Exercise
Each exercise of this Warrant shall be deemed to have been effected on the Exercise Date, which shall be the date on which the Company shall have received from the Holder (a) the duly executed Exercise Notice, (b) this Warrant (or the affidavit and indemnity described in Section 3(b)(ii)), and (c) payment of the aggregate Exercise Price (or the Holder's election of cashless exercise pursuant to Section 3(c)). The Person in whose name any Warrant Shares shall be issuable upon such exercise shall be treated as the holder of record of such shares as of the close of business on the Exercise Date, and such Person shall be deemed to have become a stockholder of the Company with respect to such shares as of such date, regardless of the date of actual delivery of the stock certificate or book-entry statement evidencing such shares.
SECTION 4: RESERVATION OF SHARES
The Company shall at all times during the term of this Warrant reserve and keep available out of its authorized but unissued shares of Common Stock (or, at the Company's election, out of shares of Common Stock held in treasury) a sufficient number of shares of Common Stock for issuance upon the full exercise of this Warrant (initially sixty-eight thousand eight hundred and seven (68,807) shares, subject to adjustment pursuant to Section 9 hereof), free from preemptive rights or any other contingent purchase rights of any Person. If at any time during the term of this Warrant the number of authorized but unissued shares of Common Stock (together with any shares of Common Stock held in treasury) shall be insufficient to permit the full exercise of this Warrant, the Company shall promptly take all such corporate action as may be necessary to increase the number of authorized shares of Common Stock to such number as shall be sufficient for such purpose, including, without limitation, using its commercially reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to the Company's certificate of incorporation.
All Warrant Shares that may be issued upon the exercise of this Warrant and payment of the Exercise Price in accordance with the terms hereof shall, upon issuance, be duly and validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, encumbrances, security interests, and preemptive or similar rights of any nature whatsoever.
SECTION 5: NO RIGHTS AS STOCKHOLDER
The Holder, solely by virtue of holding this Warrant and prior to the exercise hereof, shall not be entitled to any of the rights of a stockholder of the Company with respect to the Warrant Shares, including, without limitation, the right to vote at or receive notice of any meeting of stockholders, the right to receive dividends or other distributions, or any other rights as a stockholder of the Company. The Holder shall not have any rights with respect to the Warrant Shares until such shares have been duly issued and delivered to the Holder (or the Holder's designee) upon proper exercise of this Warrant in accordance with the terms hereof. No provision of this Warrant, in the absence of actual exercise and the issuance of Warrant Shares, shall give rise to any liability on the part of the Holder as a stockholder of the Company.
SECTION 6: REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Holder as of the date hereof as follows:
Section 6(a): Organization and Good Standing
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, including, without limitation, the State of California, except where the failure to be so qualified or licensed would not reasonably be expected to have a material adverse effect on the Company's business, financial condition, results of operations, or ability to perform its obligations under this Warrant.
Section 6(b): Authorization
The execution, delivery, and performance of this Warrant by the Company, and the issuance of the Warrant Shares upon exercise hereof, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, authorization by the Board of Directors. No further consent, approval, or authorization of, or filing, registration, or qualification with, any Person (including any stockholder of the Company or any governmental authority) is required on the part of the Company in connection with the execution and delivery of this Warrant or the issuance of the Warrant Shares, other than (i) such filings as may be required under applicable federal and state securities laws, (ii) such consents or approvals as have been obtained prior to the date hereof, and (iii) such filings or notices as may be required to be made with the Secretary of State of the State of Delaware or any other applicable governmental authority after the date hereof. This Warrant has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies, and by general principles of equity (whether in a proceeding at law or in equity).
Section 6(c): Valid Issuance
The Warrant Shares, when issued and delivered in accordance with the terms of this Warrant and in compliance with the provisions hereof, including upon payment of the Exercise Price (or cashless exercise pursuant to Section 3(c)), will be duly and validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights of any Person (other than any rights that have been validly waived prior to the date hereof).
Section 6(d): No Conflicts
The execution, delivery, and performance of this Warrant by the Company, and the issuance of the Warrant Shares upon exercise hereof, do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's Certificate of Incorporation (as amended and restated from time to time) or Bylaws (as amended and restated from time to time), (ii) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, decree, or injunction of any court or governmental authority having jurisdiction over the Company or any of its properties or assets, (iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, give rise to any right of termination, cancellation, or acceleration of any obligation under, or result in the creation or imposition of any lien or encumbrance upon any of the properties or assets of the Company under, any material agreement, contract, instrument, mortgage, deed of trust, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, including, without limitation, the existing equipment financing facility between the Company and Ridgeline Capital Partners LLC, or (iv) result in a violation of any order, writ, judgment, injunction, decree, determination, or award of any court or governmental authority currently in effect applicable to the Company.
Section 6(e): Capitalization
As of the date hereof, the Company has approximately forty-eight million five hundred thousand (48,500,000) shares of its capital stock outstanding on a fully diluted basis (including, without limitation, all outstanding shares of Common Stock, all shares of Common Stock issuable upon conversion of the Company's outstanding shares of Series A preferred stock and Series B preferred stock, and all shares of Common Stock issuable upon exercise of outstanding options and warrants, but excluding the Warrant Shares issuable under this Warrant and the 137,614 shares issuable under Warrant No. GDT-W-001 issued to Pinnacle Venture Lending Corp.). The last preferred stock price (Series B) was $2.18 per share, implying a post-money valuation of the Company of approximately One Hundred Five Million Seven Hundred Thirty Thousand Dollars ($105,730,000) as of the date of closing of the Series B preferred stock financing.
SECTION 7: REPRESENTATIONS AND WARRANTIES OF THE HOLDER
The Holder hereby represents and warrants to the Company as of the date hereof as follows:
Section 7(a): Investment Intent
The Holder is acquiring this Warrant and will acquire the Warrant Shares issuable upon exercise hereof for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. The Holder does not presently have any contract, undertaking, agreement, or arrangement with any Person to sell, transfer, or grant participations to such Person or to any third person with respect to this Warrant or any of the Warrant Shares. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act or under any state securities laws and agrees that neither the Warrant nor any Warrant Shares may be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration.
Section 7(b): Accredited Investor
The Holder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and the Holder was not formed for the specific purpose of acquiring this Warrant or the Warrant Shares.
Section 7(c): Experience and Knowledge
The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Warrant Shares. The Holder has been afforded the opportunity to ask questions of, and receive answers from, duly authorized officers and representatives of the Company concerning the terms and conditions of this Warrant and the business, operations, financial condition, and prospects of the Company, and the Holder has received and reviewed all information that it has requested from the Company. The Holder is able to bear the economic risk of its investment in this Warrant and the Warrant Shares for an indefinite period of time.
Section 7(d): Restricted Securities
The Holder understands and acknowledges that this Warrant and the Warrant Shares have not been, and as of the date hereof will not be, registered under the Securities Act or under any state securities laws, and that this Warrant and the Warrant Shares constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The Holder acknowledges that such securities may not be sold, transferred, or otherwise disposed of except pursuant to an effective registration statement under the Securities Act, or pursuant to an applicable exemption from the registration requirements of the Securities Act, and in compliance with applicable state securities laws. The Holder further acknowledges and agrees that the certificates or book-entry statements representing the Warrant Shares shall bear the restrictive legend set forth on the cover page of this Warrant (or a legend substantially similar thereto) and such other legends as may be required by applicable law.
Section 7(e): Organization and Authority
Cobalt Life Sciences Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Holder is acting by and through its general partner, Cobalt Capital Management III LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The execution, delivery, and performance of this Warrant by the Holder, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary partnership and limited liability company action on the part of the Holder and its general partner, as applicable. This Warrant has been duly executed and delivered by an authorized representative of the Holder and constitutes the legal, valid, and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies, and by general principles of equity.
SECTION 8: TRANSFERABILITY
Section 8(a): Transfer Restrictions
This Warrant and the Warrant Shares may not be transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of, in whole or in part, except in compliance with all applicable federal and state securities laws, including, without limitation, the Securities Act and the rules and regulations promulgated thereunder, and applicable state "blue sky" laws. Prior to any proposed transfer of this Warrant or any Warrant Shares (other than a Permitted Transfer, as defined in Section 8(b) below), the Holder shall provide the Company with (i) written notice of the proposed transfer, specifying the identity of the proposed transferee, the number of Warrant Shares or the portion of this Warrant proposed to be transferred, and the consideration, if any, to be received in connection therewith, and (ii) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such transfer may be effected without registration under the Securities Act and in compliance with applicable state securities laws. The Company shall not unreasonably withhold, condition, or delay its approval of any such opinion of counsel.
Section 8(b): Permitted Transfers
Notwithstanding the provisions of Section 8(a), the Holder may transfer this Warrant or any Warrant Shares, without the prior written consent of the Company and without the delivery of an opinion of counsel (but subject to compliance with applicable securities laws), to any of the following (each, a "Permitted Transferee"):
(i) any Affiliate of the Holder;
(ii) any partner (whether general or limited) or member of the Holder or of Cobalt Capital Management III LLC, the Holder's general partner;
(iii) any successor entity resulting from a merger, reorganization, consolidation, or similar business combination involving the Holder or Cobalt Capital Management III LLC; or
(iv) any fund or investment vehicle that is managed or advised by Cobalt Capital Management III LLC or any of its Affiliates.
Any such Permitted Transferee shall, as a condition to such transfer, execute and deliver to the Company a joinder or assumption agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such Permitted Transferee agrees to be bound by all of the terms and conditions of this Warrant as if such Permitted Transferee were the original Holder hereunder. Upon any transfer in compliance with this Section 8, the Company shall promptly register such transfer on its books and records and, if applicable, issue a new warrant or new warrant(s) of like tenor to the transferee(s).
Section 8(c): Legend
Each certificate or book-entry statement representing any Warrant Shares issued upon exercise of this Warrant shall bear the restrictive legend set forth on the cover page of this Warrant (or a legend substantially similar thereto), together with such additional legends as may be required under applicable securities laws, until such time as such Warrant Shares have been (a) registered under the Securities Act and applicable state securities laws, (b) sold pursuant to Rule 144 (or any successor rule) under the Securities Act, or (c) otherwise transferred in a transaction exempt from the registration requirements of the Securities Act, in each case, as evidenced by an opinion of counsel reasonably satisfactory to the Company, at which time the Company shall promptly cause such legend(s) to be removed.
SECTION 9: ADJUSTMENTS
Section 9(a): Stock Splits and Dividends
If the Company shall at any time or from time to time after the date hereof (i) subdivide its outstanding shares of Common Stock into a greater number of shares (whether by stock split, stock dividend, reclassification, or otherwise), (ii) combine or consolidate its outstanding shares of Common Stock into a lesser number of shares (whether by reverse stock split, reclassification, or otherwise), or (iii) issue, by reclassification of its Common Stock, any shares of any class or series of capital stock of the Company, then, in each such case, the number of Warrant Shares and the Exercise Price in effect immediately prior to such event shall be proportionally adjusted so that the Holder, upon exercise of this Warrant after such event, shall be entitled to receive the aggregate number and kind of shares of Common Stock (or other capital stock) that the Holder would have owned or been entitled to receive had this Warrant been exercised immediately prior to such event. Specifically:
(a) In the case of a stock split or stock dividend, the number of Warrant Shares shall be proportionally increased, and the Exercise Price shall be proportionally decreased, such that the aggregate Exercise Price payable for the total number of Warrant Shares remains unchanged.
(b) In the case of a reverse stock split or combination, the number of Warrant Shares shall be proportionally decreased, and the Exercise Price shall be proportionally increased, such that the aggregate Exercise Price payable for the total number of Warrant Shares remains unchanged.
Any adjustment made pursuant to this Section 9(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such stock split, stock dividend, or distribution, or immediately after the effective date of such combination, consolidation, or reclassification, as applicable.
Section 9(b): Reclassification, Reorganization, Merger, or Consolidation
If the Common Stock issuable upon exercise of this Warrant shall be changed into the same or a different number of shares of any class or classes of stock of the Company, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for in Section 9(a) above), or if the Company shall enter into any merger, consolidation, or similar business combination with or into another Person, or shall effect any sale, lease, transfer, conveyance, or other disposition of all or substantially all of its assets to another Person, then, as a condition to the consummation of such transaction, adequate provision shall be made so that the Holder shall have the right thereafter to exercise this Warrant and receive, upon such exercise, the kind and number of shares of stock, other securities, cash, or other property that the Holder would have been entitled to receive had the Holder exercised this Warrant in full immediately prior to such reorganization, reclassification, merger, consolidation, or sale, and in any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such transaction so that the provisions of this Warrant (including, without limitation, the adjustment provisions of this Section 9) shall thereafter be applicable, as nearly as may be practicable, in relation to any shares, securities, cash, or other property deliverable after such transaction upon the exercise of this Warrant.
The Company shall not enter into any transaction described in this Section 9(b) unless the successor or acquiring entity (if other than the Company) expressly assumes, by written instrument in form and substance reasonably satisfactory to the Holder, all of the Company's obligations under this Warrant, including the obligation to deliver such shares, securities, cash, or other property as, in accordance with the foregoing provisions, the Holder may be entitled to receive upon exercise of this Warrant.
Section 9(c): Notice of Adjustments
Upon any adjustment to the number of Warrant Shares or the Exercise Price pursuant to this Section 9, the Company shall promptly (and in any event within ten (10) Business Days after the occurrence of the event giving rise to such adjustment) deliver to the Holder a certificate, signed by the Chief Financial Officer or another duly authorized officer of the Company, setting forth in reasonable detail:
(i) the adjusted number of Warrant Shares issuable upon exercise of this Warrant;
(ii) the adjusted Exercise Price per Warrant Share; and
(iii) a brief description of the facts and circumstances requiring such adjustment and the method of computation thereof.
Such certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error.
Section 9(d): No Adjustment for Certain Issuances
Notwithstanding anything to the contrary in this Section 9, no adjustment to the number of Warrant Shares or the Exercise Price shall be made as a result of, or in connection with, any of the following issuances of Common Stock (or options, warrants, or convertible securities exercisable for or convertible into Common Stock):
(i) the issuance of shares of Common Stock (or options or restricted stock units with respect thereto) to employees, officers, directors, consultants, or advisors of the Company or any of its subsidiaries, in each case pursuant to equity incentive plans or arrangements duly approved by the Board of Directors (or a committee thereof);
(ii) the issuance of shares of Common Stock upon conversion of the Company's outstanding shares of Series A preferred stock or Series B preferred stock, in each case in accordance with the terms of such preferred stock as set forth in the Company's Certificate of Incorporation;
(iii) the issuance of shares of Common Stock or preferred stock upon conversion of any outstanding principal amount and accrued interest under the Bridge Loan Agreement into shares of the Company's Series C preferred stock at a twenty percent (20%) discount to the Series C Price, as contemplated by the Bridge Loan Agreement; and
(iv) the issuance of shares of Common Stock upon exercise of the warrant issued to Pinnacle Venture Lending Corp. pursuant to the Bridge Loan Agreement, designated as Warrant No. GDT-W-001, covering one hundred thirty-seven thousand six hundred and fourteen (137,614) shares of Common Stock.
SECTION 10: NOTICES
Section 10(a): Corporate Events
The Company shall provide written notice to the Holder at least fifteen (15) days prior to the occurrence (or, if applicable, the record date established in connection with) any of the following events:
(i) any declaration or payment of any dividend or other distribution (whether in cash, shares of stock, securities, or other property) upon or with respect to the Common Stock;
(ii) any reclassification, reorganization, recapitalization, merger, consolidation, or sale, lease, transfer, conveyance, or other disposition of all or substantially all of the assets of the Company (or any agreement or understanding with respect to any of the foregoing);
(iii) any voluntary or involuntary dissolution, liquidation, or winding up of the Company; or
(iv) the closing of any Series C Equity Financing (or any other equity financing of the Company that would trigger a mandatory prepayment obligation under the Bridge Loan Agreement).
Each such notice shall describe in reasonable detail the nature and timing of the applicable event, and shall be delivered to the Holder in the manner provided in Section 10(b) below.
Section 10(b): Manner of Notice
All notices, requests, consents, claims, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given and received (i) when delivered by hand (with written confirmation of receipt), (ii) one (1) Business Day after the date sent by a nationally recognized overnight courier service (such as FedEx, Harborline Partners LLC, or Tarrant & Co.), with acknowledgment of receipt requested, or (iii) when sent by electronic mail (with confirmation of delivery requested and received, and provided that no automated "undeliverable" or similar message is received by the sender), in each case to the parties at the following addresses (or at such other addresses as shall be specified by like notice):
If to the Company:
Genome Dx Therapeutics Inc. 450 Genome Way, Suite 300 South San Francisco, California 94080
Attention: Miriam Sato, General Counsel
Email: msato@genomedx.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104
Attention: Ian Blackwood
Email: iblackwood@calderwoodharkness.com
If to the Holder:
Cobalt Life Sciences Fund III, L.P. 600 Lexington Avenue, 22nd Floor New York, New York 10022
Attention: Priya Anand, Partner
Email: panand@cobaltlifesci.com
with a copy (which shall not constitute notice) to:
Hargrove, Finch & Calloway LLP 101 Montgomery Street, Suite 2800 San Francisco, California 94104
Attention: Catherine Hargrove
Email: chargrove@hfclaw.com
Any party may change its address or other contact information for purposes of this Section 10(b) by giving written notice of such change to the other party in the manner set forth above.
SECTION 11: REGISTRATION RIGHTS
Section 11(a): Piggyback Registration
If at any time after the date hereof the Company proposes to file a registration statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any of its stockholders (other than a registration statement on Form S-4 or Form S-8, or any successor form thereto, or a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), the Company shall give written notice of such proposed filing to the Holder at least twenty (20) days prior to the anticipated filing date and shall, subject to the provisions of this Section 11, include in such registration statement all of the Warrant Shares (to the extent such Warrant Shares have been issued and are then outstanding, or to the extent this Warrant has been exercised or is then exercisable) that the Holder requests to be included therein within ten (10) days after receipt of such notice from the Company. Notwithstanding the foregoing, if the managing underwriter of any such offering advises the Company in writing that, in its reasonable opinion, the number of securities to be included in such registration statement would materially adversely affect the price, timing, or distribution of the offering, then the Company may reduce the number of Warrant Shares to be included in such registration statement on a pro rata basis with all other stockholders who have requested inclusion of their shares in such registration (other than the Company and any stockholders who have contractual demand registration rights with respect to such offering), in accordance with customary cutback and priority provisions.
Section 11(b): Cooperation
The Company shall cooperate in good faith with the Holder in connection with any registration of the Warrant Shares pursuant to this Section 11, including, without limitation, (i) furnishing to the Holder such financial and other information regarding the Company as may be required to be included in any registration statement or prospectus in connection therewith, (ii) executing and delivering such documents, instruments, and certificates as may be reasonably requested by the Holder or the managing underwriter in connection with any such registration, and (iii) making available the Company's officers, directors, and employees for participation in "road shows" and similar marketing efforts, to the extent reasonably requested by the managing underwriter. The Company shall bear all expenses incurred in connection with any registration pursuant to this Section 11 (other than underwriting discounts and commissions, transfer taxes, and the fees and expenses of the Holder's separate legal counsel, which shall be borne by the Holder).
SECTION 12: LOSS, THEFT, DESTRUCTION, OR MUTILATION
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (a) in the case of loss, theft, or destruction, upon receipt of an indemnity bond or other form of indemnity reasonably satisfactory to the Company (it being agreed that an unsecured indemnity agreement from the Holder or any Affiliate of the Holder shall be deemed reasonably satisfactory for this purpose), or (b) in the case of mutilation, upon surrender and cancellation of the mutilated Warrant, the Company shall execute and deliver to the Holder a new Warrant of like tenor, date, and denomination, in substitution for the Warrant so lost, stolen, destroyed, or mutilated. The Company may require the Holder to pay the reasonable costs and expenses incurred by the Company in connection with the issuance of any such replacement Warrant.
SECTION 13: GOVERNING LAW; JURISDICTION
This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of California sitting in San Francisco County and the United States District Court for the Northern District of California (and any appellate courts thereof) for the purpose of any action, suit, or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the aforesaid courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts, and (c) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, or that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
SECTION 14: WAIVER OF JURY TRIAL
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS WARRANT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.
SECTION 15: AMENDMENT AND WAIVER
This Warrant may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument duly executed by both the Company and the Holder. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. The rights and remedies of the parties under this Warrant are cumulative and are not exclusive of any rights or remedies that any party would otherwise have at law or in equity.
SECTION 16: SEVERABILITY
If any provision of this Warrant is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Warrant or any other jurisdiction, and this Warrant shall be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall negotiate in good faith to replace any provision so held to be invalid, illegal, or unenforceable with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of such invalid, illegal, or unenforceable provision.
SECTION 17: ENTIRE AGREEMENT
This Warrant, together with the Bridge Loan Agreement and the other transaction documents referenced therein, including, without limitation, (a) the Security Agreement dated as of March 6, 2026, by and among the Company and Pacific Fiduciary Services Inc. (as Collateral Agent), (b) the intellectual Property Security Agreement dated as of March 6, 2026, by and among the Company and Pacific Fiduciary Services Inc. (as Collateral Agent), (c) the Intercreditor Agreement dated as of March 6, 2026, by and among Pinnacle Venture Lending Corp. (as Administrative Agent), Cobalt Life Sciences Fund III, L.P. (as a Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent), and (d) the Common Stock Purchase Warrant No. GDT-W-001 issued to Pinnacle Venture Lending Corp. covering 137,614 shares of Common Stock, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) between the parties relating to such subject matter.
SECTION 18: SUCCESSORS AND ASSIGNS
This Warrant shall be binding upon and shall inure to the benefit of the Company and the Holder and their respective successors, assigns, heirs, executors, administrators, and other legal representatives, subject in each case to the transfer restrictions set forth in Section 8 hereof. Except as expressly provided herein, nothing in this Warrant is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities hereunder.
SECTION 19: HEADINGS
The section headings and other headings contained in this Warrant are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Warrant.
SECTION 20: COUNTERPARTS
This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of this Warrant by electronic transmission (including by portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) shall be as effective as delivery of an originally executed counterpart of this Warrant.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the date first written above.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Dr. Ananya Mehta, PhD
Title: Chief Executive Officer
Date: March 6, 2026
ACKNOWLEDGED AND AGREED:
COBALT LIFE SCIENCES FUND III, L.P.
By: Cobalt Capital Management III LLC, its General Partner
By: ________
Name: Priya Anand
Title: Partner
Date: March 6, 2026