1013-00002 · Client 1013 · Closing

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OFFICERS' CERTIFICATE OF GENOME DX THERAPEUTICS INC.

Delivered Pursuant to Section 6.2(c) of the Note Purchase Agreement dated as of April 9, 2024

April 22, 2024

This Officers' Certificate (this "Certificate") is delivered pursuant to Section 6.2(c) of that certain Note Purchase Agreement (the "Agreement"), dated as of April 9, 2024, by and among Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), and Pinnacle BioVentures Fund III, L.P., a Delaware limited partnership, Cormorant Health Capital Partners, L.P., a Delaware limited partnership, and Alder Creek Life Sciences Fund II, L.P., a Delaware limited partnership (collectively, the "Purchasers"), relating to the issuance and sale by the Company of $40,000,000 aggregate principal amount of Senior Unsecured Convertible Promissory Notes (the "Notes").

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

RECITALS

A. The undersigned, Dr. Marcus Avellino, Ph.D., MBA, Chief Executive Officer of the Company, and Diane Kowalski, CPA, Chief Financial Officer of the Company, hereby certify, in their respective capacities as officers of the Company and not in their individual capacities, pursuant to Section 6.2(c) of the Agreement, in connection with the closing (the "Closing") of the transactions contemplated by the Agreement occurring on this date, April 22, 2024 (the "Closing Date"), as follows.

B. The undersigned acknowledge that the original Target Closing Date under the Agreement was April 12, 2024. The Closing was delayed from April 12, 2024 to April 22, 2024 in order to (i) permit final revisions to the Disclosure Schedules delivered in connection with the Agreement, including updates to Schedule 3.9 (Intellectual Property) and Schedule 3.16 (Material Contracts), and (ii) obtain a refreshed Certificate of Good Standing from the Secretary of State of the State of Delaware, as the original Certificate of Good Standing previously obtained by the Company had aged beyond ten (10) business days from the date of its issuance and therefore no longer satisfied the requirements of Section 6.2(e) of the Agreement. The Purchasers, through their counsel, Whitfield, Greer & Cavanaugh LLP, consented to such extension of the Closing Date in writing on April 11, 2024.

C. Each of the undersigned has reviewed the Agreement, the Notes, the Disclosure Schedules (as revised and finalized on or prior to the Closing Date), and the other Transaction Documents, is familiar with the transactions contemplated thereby, and has made such investigation as each of the undersigned has deemed necessary to provide the certifications set forth herein.

CERTIFICATIONS

Now, therefore, in connection with the Closing and in satisfaction of the conditions set forth in Section 6.2(c) of the Agreement, the undersigned hereby certify to the Purchasers as follows:

Section 1 — Representations and Warranties

Each of the representations and warranties of the Company set forth in Article III of the Agreement is true and correct in all material respects as of the date of the Agreement (April 9, 2024) and as of the Closing Date (April 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of an earlier or specific date, in which case such representation or warranty is true and correct in all material respects as of such earlier or specific date. With respect to any representation or warranty of the Company contained in Article III of the Agreement that is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true and correct in all respects (without giving duplicative effect to any such materiality qualification) as of the applicable date or dates described in the preceding sentence.

The Disclosure Schedules, as revised and finalized on or prior to the Closing Date and delivered to the Purchasers (or their counsel) concurrently with or prior to the delivery of this Certificate, are incorporated by reference into the representations and warranties of the Company contained in Article III of the Agreement, and all references in this Certificate to such representations and warranties shall be deemed to include the disclosures set forth in such Disclosure Schedules.

Section 2 — Organization, Good Standing, and Qualification

The undersigned hereby certify as follows with respect to the corporate organization, good standing, and qualification of the Company:

(a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's Delaware file number is 6347821. The Company was incorporated in the State of Delaware on March 14, 2017. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Suite 200, Wilmington, Delaware 19801. Attached hereto as Exhibit A is a Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about April 19, 2024 (the "Refreshed Delaware Certificate"), confirming the good standing of the Company in the State of Delaware as of such date. The Refreshed Delaware Certificate was obtained to replace the original Certificate of Good Standing previously delivered to the Purchasers, which had aged beyond ten (10) business days from the date of issuance.

(b) The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. The Company's California entity number is C4085629. The Company's foreign qualification filing in the State of California was made on April 3, 2017. Attached hereto as Exhibit B is a Certificate of Good Standing (or Certificate of Status) of the Company issued by the Secretary of State of the State of California, dated on or about April 18, 2024, confirming the good standing and qualification of the Company in the State of California as of such date.

(c) The Company's principal executive offices are located at 450 Pinnacle Drive, Suite 300, South San Francisco, California 94080. The Company's Federal Employer Identification Number is 82-3194507.

(d) Other than the State of Delaware (the Company's state of incorporation) and the State of California, the Company is not required to be qualified to do business as a foreign corporation in any other jurisdiction, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3 — Authorization and Due Execution

The undersigned hereby certify that the execution, delivery, and performance by the Company of the Agreement, the Notes, and each of the other Transaction Documents to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Company's Board of Directors.

The Board of Directors of the Company approved the transactions contemplated by the Agreement, including the issuance and sale of the Notes and the execution and delivery of the Agreement and each other Transaction Document, pursuant to a Written Consent of the Board of Directors dated April 5, 2024 (the "Board Consent"). A true, correct, and complete copy of the Board Consent has been certified by Priya Raghunathan, J.D., the Secretary of the Company, and has been delivered to the Purchasers (or their counsel) in connection with the Closing.

No further corporate action, approval, or consent of the Company's Board of Directors, stockholders, or any other person or body is required in connection with the execution, delivery, and performance by the Company of the Agreement, the Notes, or any other Transaction Document, or in connection with the consummation of the Closing and the other transactions contemplated by the Agreement.

Section 4 — Capitalization

The undersigned hereby certify that the capitalization of the Company as of immediately prior to the Closing (and without giving effect to the issuance of the Notes or any conversion thereof) is as set forth in the Disclosure Schedules and the Agreement. The Company has a total of 48,250,000 shares outstanding or reserved on a fully diluted basis, consisting of the following:

No shares of capital stock, options, warrants, convertible securities, or other rights to acquire equity securities of the Company are authorized, issued, or outstanding other than as disclosed in the Disclosure Schedules and as set forth in the table above. All outstanding shares of the Company's capital stock have been duly authorized, are validly issued, fully paid, and nonassessable, and were issued in compliance with all applicable federal and state securities laws.

The Company's most recent independent valuation of the Company's Common Stock for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, was prepared by an independent third-party valuation firm and is dated January 15, 2024, reflecting a fair market value of $4.15 per share of Common Stock as of such date (the "409A Valuation"). The 409A Valuation remains the most recent valuation performed by or on behalf of the Company, and the Company is not aware of any facts, events, or circumstances occurring since the date of the 409A Valuation that would require a material adjustment to the fair market value reflected therein.

Section 5 — No Material Adverse Change

The undersigned hereby certify that since December 31, 2023 (the date of the Company's most recently completed fiscal year-end), there has been no Material Adverse Change (as defined in Section 1.1 of the Agreement) in the business, assets, liabilities, financial condition, results of operations, or prospects of the Company, taken as a whole.

Without limiting the generality of the foregoing:

(a) The Company's lead clinical asset, GDT-4187 (a selective CDK9/FLT3 dual kinase inhibitor), continues in its Phase 2b clinical trial for the second-line treatment of refractory non-small cell lung cancer ("NSCLC"). The Phase 2b trial is a randomized, double-blind, placebo-controlled study enrolling approximately 280 patients across 22 clinical sites located in 8 states. As of the Closing Date, enrollment continues in the ordinary course, and topline data from the Phase 2b trial are expected to be available in the first quarter of 2025. No material adverse events, clinical holds, partial clinical holds, complete response letters, refuse-to-file letters, or other material regulatory actions have been issued or imposed by the U.S. Food and Drug Administration or any other governmental authority with respect to the GDT-4187 Phase 2b clinical trial since December 31, 2023. No investigator or clinical site has withdrawn from the trial since December 31, 2023, and the Company's Data Safety Monitoring Board has not recommended any modifications to the trial protocol, including with respect to dosing, endpoints, or patient population.

(b) The Company's preclinical program for GDT-5201 (a next-generation PROTAC degrader targeting an undisclosed oncology target) continues to advance in the ordinary course of business, consistent with the Company's development plans as previously disclosed to the Purchasers. No material adverse developments have occurred with respect to the GDT-5201 program since December 31, 2023.

(c) The Company's financial position as of December 31, 2023 (the end of the Company's most recently completed fiscal year), as reflected in the Company's audited financial statements, is summarized as follows:

The Company's audited financial statements for the fiscal year ended December 31, 2023 were audited by Baxter & Calloway, CPAs, the Company's independent registered public accounting firm, and such firm issued an unqualified opinion thereon, which opinion did not contain any going-concern qualification or explanatory paragraph.

(d) The Company's monthly cash burn rate has not materially changed from the approximate rate of $5,800,000 per month, which rate is consistent with the cash burn rate disclosed to the Purchasers in connection with the negotiation of the Agreement and reflected in the Company's financial projections delivered pursuant to Section 3.6 of the Agreement. As of the Closing Date, the Company's management estimates that the Company's cash runway (excluding the net proceeds from the sale of the Notes) extends through approximately September 2024, and that, giving effect to the receipt of the net proceeds from the sale of the Notes, the Company's cash runway will extend through approximately the first quarter of 2025, consistent with the expected timeline for availability of topline data from the GDT-4187 Phase 2b clinical trial.

Section 6 — Compliance with Covenants and Conditions

The undersigned hereby certify that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date, including, without limitation, the covenants set forth in Article V of the Agreement.

The undersigned further certify that all conditions precedent to the obligations of the Purchasers to consummate the transactions contemplated by the Agreement at the Closing, as set forth in Section 6.2 of the Agreement, have been satisfied in full as of the Closing Date. To the knowledge of the undersigned, no condition to the Closing set forth in Section 6.2 of the Agreement has been waived by any Purchaser, it being the case that all such conditions have been satisfied rather than waived.

Section 7 — No Conflicts; No Violations

The undersigned hereby certify that the execution, delivery, and performance of the Agreement, the Notes, and each of the other Transaction Documents by the Company do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on September 28, 2021, and as further amended) or the Company's Amended and Restated Bylaws (as adopted by the Board of Directors on September 28, 2021, and as further amended);

(b) violate, conflict with, or result in a breach of, or constitute a default under, any order, judgment, injunction, decree, statute, law, ordinance, rule, or regulation of any court or governmental authority applicable to the Company or any of its properties or assets;

(c) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound or affected; or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or other claim upon any of the properties or assets of the Company,

in each case, except as disclosed in the Disclosure Schedules. The undersigned confirm that no events or circumstances have arisen since the date of the Agreement that would cause any of the foregoing certifications to be inaccurate as of the Closing Date.

Section 8 — No Governmental Approvals Required

The undersigned hereby certify that no consent, approval, permit, order, license, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority or regulatory body is required on the part of the Company in connection with the valid execution, delivery, and performance of the Agreement, the Notes, and the other Transaction Documents, or the consummation of the transactions contemplated thereby, except for the following:

(a) the filing of a Form D with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), which filing is required to be made within fifteen (15) calendar days of the first sale of the Notes;

(b) the filing of a notice pursuant to Section 25102(f) of the California Corporations Code (or the applicable rules promulgated thereunder) with the California Department of Financial Protection and Innovation, to be filed concurrently with or promptly after the Closing;

(c) applicable blue sky filings or notices in the States of New York, Massachusetts, and Delaware, in each case to be filed concurrently with or promptly after the Closing in accordance with the securities laws of such jurisdictions; and

(d) such other filings or notices as may be required to be made after the Closing Date and that are not conditions to the validity of the transactions contemplated by the Agreement.

The Company undertakes to make each of the filings described in clauses (a) through (d) above within the applicable time periods required by law.

Section 9 — Securities Law Matters

The undersigned hereby certify as follows with respect to the offer, sale, and issuance of the Notes:

(a) The offer, sale, and issuance of the Notes as contemplated by the Agreement are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The Company has complied with all requirements of Rule 506(b) applicable to the offer and sale of the Notes.

(b) Neither the Company nor any person acting on behalf of the Company has offered or sold the Notes by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act), including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

(c) The Company has received from each Purchaser a completed accredited investor questionnaire confirming such Purchaser's status as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act, and the Company reasonably believes, based on such questionnaires and the other information available to the Company, that each Purchaser is an accredited investor.

(d) The Company has made available to the Purchasers all information requested by the Purchasers and has provided the Purchasers with the opportunity to ask questions and receive answers concerning the Company and the transactions contemplated by the Agreement.

Section 10 — No Litigation

The undersigned hereby certify that, as of the Closing Date, there is no action, suit, claim, proceeding, inquiry, arbitration, mediation, or investigation before or by any court, arbitral tribunal, governmental agency, public board, or body pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against or affecting the Company or any of its officers, directors, or properties that:

(a) would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Company; or

(b) challenges or seeks to enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Agreement, the Notes, or the other Transaction Documents, or that challenges or would challenge the validity or enforceability of any of the Transaction Documents or any provision thereof,

except, in each case, as disclosed in the Disclosure Schedules. As of the Closing Date, no material changes have occurred with respect to any litigation, claims, or proceedings disclosed in the Disclosure Schedules.

Section 11 — Disclosure Schedules

The undersigned hereby certify that the Disclosure Schedules delivered to the Purchasers in connection with the Agreement, as revised and finalized on or prior to the Closing Date, are true, correct, and complete in all material respects as of the Closing Date. The Disclosure Schedules, together with any supplements or amendments thereto delivered on or prior to the Closing Date, accurately disclose all matters required to be disclosed therein pursuant to the terms of the Agreement.

The undersigned acknowledge that certain revisions to the Disclosure Schedules were made between the date of the Agreement (April 9, 2024) and the Closing Date (April 22, 2024). Such revisions were made in connection with the Company's ongoing review and updating of the disclosures contained therein and were provided to the Purchasers and their counsel, Whitfield, Greer & Cavanaugh LLP, for review prior to the Closing Date. The Purchasers (or their counsel) have reviewed and accepted such revised Disclosure Schedules, and the revised Disclosure Schedules delivered at the Closing supersede in their entirety the prior versions of the Disclosure Schedules delivered on or about the date of the Agreement. None of the revisions to the Disclosure Schedules, individually or in the aggregate, disclosed facts, events, or circumstances that would constitute or give rise to a Material Adverse Change.

Section 12 — Use of Proceeds

The undersigned hereby certify that the Company intends to use the aggregate net proceeds of $40,000,000 from the sale of the Notes in the manner set forth in the Agreement and as summarized below:

The Company acknowledges that the foregoing allocation of proceeds is consistent with the use of proceeds described in Section 5.6 of the Agreement and that any material deviation from such allocation will require the prior written consent of the Majority Purchasers (as defined in the Agreement).

Section 13 — Incumbency

The undersigned hereby certify that the following persons are duly elected or appointed officers of the Company, hold the titles set forth opposite their respective names below, and are authorized to execute and deliver the Agreement, the Notes, and each other Transaction Document on behalf of the Company. The signatures set forth opposite their respective names below are true and genuine specimen signatures of such officers:

Each of the foregoing officers has been duly authorized by the Board of Directors of the Company, pursuant to the Board Consent and the Company's Amended and Restated Bylaws, to execute and deliver the Transaction Documents and to take all such further actions as may be necessary or appropriate to consummate the transactions contemplated by the Agreement.

Section 14 — Closing Deliverables

The undersigned hereby certify that the following documents and instruments are being delivered to the Purchasers (or their counsel) concurrently herewith at the Closing:

(a) The executed Note Purchase Agreement, dated as of April 9, 2024, by and among the Company and the Purchasers;

(b) Executed Senior Unsecured Convertible Promissory Notes in the following aggregate principal amounts, each dated as of the Closing Date:

(i) A Note in the principal amount of $22,000,000 payable to Pinnacle BioVentures Fund III, L.P.;

(ii) A Note in the principal amount of $12,000,000 payable to Cormorant Health Capital Partners, L.P.; and

(iii) A Note in the principal amount of $6,000,000 payable to Alder Creek Life Sciences Fund II, L.P.;

(d) The Secretary's Certificate of the Company, executed by Priya Raghunathan, J.D., as Secretary of the Company, with attached copies of (i) the Company's Restated Certificate of Incorporation (as currently in effect), (ii) the Company's Amended and Restated Bylaws (as currently in effect), and (iii) the Written Consent of the Board of Directors dated April 5, 2024;

(e) The legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressed to the Purchasers, dated as of the Closing Date, substantially in the form contemplated by Section 6.2(b) of the Agreement;

(f) The Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about April 19, 2024 (the Refreshed Delaware Certificate, attached hereto as Exhibit A);

(g) The Certificate of Good Standing (or Certificate of Status) of the Company issued by the Secretary of State of the State of California, dated on or about April 18, 2024 (attached hereto as Exhibit B); and

(h) The funds flow memorandum setting forth the wire transfer instructions and allocation of the aggregate purchase price among the Purchasers, in the form approved by the Company and the Purchasers.

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SIGNATURE PAGE TO OFFICERS' CERTIFICATE GENOME DX THERAPEUTICS INC.

IN WITNESS WHEREOF, the undersigned have executed this Officers' Certificate as of April 22, 2024, in their respective capacities as officers of Genome Dx Therapeutics Inc. and not in their individual capacities.

GENOME DX THERAPEUTICS INC.

By: ________

Name: Dr. Marcus Avellino, Ph.D., MBA

Title: Chief Executive Officer & Co-Founder

Date: April 22, 2024

GENOME DX THERAPEUTICS INC.

By: ________

Name: Diane Kowalski, CPA

Title: Chief Financial Officer

Date: April 22, 2024

EXHIBIT A

Certificate of Good Standing Secretary of State of the State of Delaware (Refreshed — Dated on or about April 19, 2024)

[Attached behind this page]

EXHIBIT B

Certificate of Good Standing (Certificate of Status) Secretary of State of the State of California (Dated on or about April 18, 2024)

[Attached behind this page]

Category	Shares
Common Stock, $0.0001 par value per share, outstanding	12,400,000
Series A Preferred Stock, outstanding	6,850,000
Series B Preferred Stock, outstanding	11,500,000
Series C Preferred Stock, outstanding	14,000,000
Options outstanding under the 2018 Equity Incentive Plan (weighted average exercise price of $1.87 per share)	3,500,000
Total (fully diluted basis)	48,250,000
Financial Metric	Amount
Total Assets	$74,100,000
Cash and Cash Equivalents (included in Total Assets)	$51,300,000
Total Liabilities	$18,700,000
Net Loss for Fiscal Year 2023	($62,400,000)
Use of Proceeds	Approximate Amount
Continuation and expansion of the Phase 2b clinical trial for GDT-4187 (selective CDK9/FLT3 dual kinase inhibitor) for second-line treatment of refractory NSCLC, including costs associated with 22 clinical centers across 8 states, patient enrollment, clinical monitoring, data management, and related regulatory activities	$28,000,000
Preclinical development of GDT-5201 (next-generation PROTAC degrader program), including IND-enabling studies, toxicology, pharmacokinetics, formulation development, and manufacturing of clinical supply	$7,000,000
General corporate purposes and working capital, including personnel costs, facility costs, professional fees, insurance, and other general and administrative expenses	$5,000,000
Total	$40,000,000
Name	Title	Specimen Signature
Dr. Marcus Avellino, Ph.D., MBA	Chief Executive Officer & Co-Founder	________
Diane Kowalski, CPA	Chief Financial Officer	________
Priya Raghunathan, J.D.	General Counsel & Corporate Secretary	________

OFFICERS' CERTIFICATE OF GENOME DX THERAPEUTICS INC.
Delivered Pursuant to Section 6.2(c) of the Note Purchase Agreement dated as of April 9, 2024
April 22, 2024
This Officers' Certificate (this "Certificate") is delivered pursuant to Section 6.2(c) of that certain Note Purchase Agreement (the "Agreement"), dated as of April 9, 2024, by and among Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), and Pinnacle BioVentures Fund III, L.P., a Delaware limited partnership, Cormorant Health Capital Partners, L.P., a Delaware limited partnership, and Alder Creek Life Sciences Fund II, L.P., a Delaware limited partnership (collectively, the "Purchasers"), relating to the issuance and sale by the Company of $40,000,000 aggregate principal amount of Senior Unsecured Convertible Promissory Notes (the "Notes").
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
RECITALS
A. The undersigned, Dr. Marcus Avellino, Ph.D., MBA, Chief Executive Officer of the Company, and Diane Kowalski, CPA, Chief Financial Officer of the Company, hereby certify, in their respective capacities as officers of the Company and not in their individual capacities, pursuant to Section 6.2(c) of the Agreement, in connection with the closing (the "Closing") of the transactions contemplated by the Agreement occurring on this date, April 22, 2024 (the "Closing Date"), as follows.
B. The undersigned acknowledge that the original Target Closing Date under the Agreement was April 12, 2024. The Closing was delayed from April 12, 2024 to April 22, 2024 in order to (i) permit final revisions to the Disclosure Schedules delivered in connection with the Agreement, including updates to Schedule 3.9 (Intellectual Property) and Schedule 3.16 (Material Contracts), and (ii) obtain a refreshed Certificate of Good Standing from the Secretary of State of the State of Delaware, as the original Certificate of Good Standing previously obtained by the Company had aged beyond ten (10) business days from the date of its issuance and therefore no longer satisfied the requirements of Section 6.2(e) of the Agreement. The Purchasers, through their counsel, Whitfield, Greer & Cavanaugh LLP, consented to such extension of the Closing Date in writing on April 11, 2024.
C. Each of the undersigned has reviewed the Agreement, the Notes, the Disclosure Schedules (as revised and finalized on or prior to the Closing Date), and the other Transaction Documents, is familiar with the transactions contemplated thereby, and has made such investigation as each of the undersigned has deemed necessary to provide the certifications set forth herein.
CERTIFICATIONS
Now, therefore, in connection with the Closing and in satisfaction of the conditions set forth in Section 6.2(c) of the Agreement, the undersigned hereby certify to the Purchasers as follows:
Section 1 — Representations and Warranties
Each of the representations and warranties of the Company set forth in Article III of the Agreement is true and correct in all material respects as of the date of the Agreement (April 9, 2024) and as of the Closing Date (April 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of an earlier or specific date, in which case such representation or warranty is true and correct in all material respects as of such earlier or specific date. With respect to any representation or warranty of the Company contained in Article III of the Agreement that is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true and correct in all respects (without giving duplicative effect to any such materiality qualification) as of the applicable date or dates described in the preceding sentence.
The Disclosure Schedules, as revised and finalized on or prior to the Closing Date and delivered to the Purchasers (or their counsel) concurrently with or prior to the delivery of this Certificate, are incorporated by reference into the representations and warranties of the Company contained in Article III of the Agreement, and all references in this Certificate to such representations and warranties shall be deemed to include the disclosures set forth in such Disclosure Schedules.
Section 2 — Organization, Good Standing, and Qualification
The undersigned hereby certify as follows with respect to the corporate organization, good standing, and qualification of the Company:
(a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's Delaware file number is 6347821. The Company was incorporated in the State of Delaware on March 14, 2017. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Suite 200, Wilmington, Delaware 19801. Attached hereto as Exhibit A is a Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about April 19, 2024 (the "Refreshed Delaware Certificate"), confirming the good standing of the Company in the State of Delaware as of such date. The Refreshed Delaware Certificate was obtained to replace the original Certificate of Good Standing previously delivered to the Purchasers, which had aged beyond ten (10) business days from the date of issuance.
(b) The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. The Company's California entity number is C4085629. The Company's foreign qualification filing in the State of California was made on April 3, 2017. Attached hereto as Exhibit B is a Certificate of Good Standing (or Certificate of Status) of the Company issued by the Secretary of State of the State of California, dated on or about April 18, 2024, confirming the good standing and qualification of the Company in the State of California as of such date.
(c) The Company's principal executive offices are located at 450 Pinnacle Drive, Suite 300, South San Francisco, California 94080. The Company's Federal Employer Identification Number is 82-3194507.
(d) Other than the State of Delaware (the Company's state of incorporation) and the State of California, the Company is not required to be qualified to do business as a foreign corporation in any other jurisdiction, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3 — Authorization and Due Execution
The undersigned hereby certify that the execution, delivery, and performance by the Company of the Agreement, the Notes, and each of the other Transaction Documents to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Company's Board of Directors.
The Board of Directors of the Company approved the transactions contemplated by the Agreement, including the issuance and sale of the Notes and the execution and delivery of the Agreement and each other Transaction Document, pursuant to a Written Consent of the Board of Directors dated April 5, 2024 (the "Board Consent"). A true, correct, and complete copy of the Board Consent has been certified by Priya Raghunathan, J.D., the Secretary of the Company, and has been delivered to the Purchasers (or their counsel) in connection with the Closing.
No further corporate action, approval, or consent of the Company's Board of Directors, stockholders, or any other person or body is required in connection with the execution, delivery, and performance by the Company of the Agreement, the Notes, or any other Transaction Document, or in connection with the consummation of the Closing and the other transactions contemplated by the Agreement.
Section 4 — Capitalization
The undersigned hereby certify that the capitalization of the Company as of immediately prior to the Closing (and without giving effect to the issuance of the Notes or any conversion thereof) is as set forth in the Disclosure Schedules and the Agreement. The Company has a total of 48,250,000 shares outstanding or reserved on a fully diluted basis, consisting of the following:
No shares of capital stock, options, warrants, convertible securities, or other rights to acquire equity securities of the Company are authorized, issued, or outstanding other than as disclosed in the Disclosure Schedules and as set forth in the table above. All outstanding shares of the Company's capital stock have been duly authorized, are validly issued, fully paid, and nonassessable, and were issued in compliance with all applicable federal and state securities laws.
The Company's most recent independent valuation of the Company's Common Stock for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, was prepared by an independent third-party valuation firm and is dated January 15, 2024, reflecting a fair market value of $4.15 per share of Common Stock as of such date (the "409A Valuation"). The 409A Valuation remains the most recent valuation performed by or on behalf of the Company, and the Company is not aware of any facts, events, or circumstances occurring since the date of the 409A Valuation that would require a material adjustment to the fair market value reflected therein.
Section 5 — No Material Adverse Change
The undersigned hereby certify that since December 31, 2023 (the date of the Company's most recently completed fiscal year-end), there has been no Material Adverse Change (as defined in Section 1.1 of the Agreement) in the business, assets, liabilities, financial condition, results of operations, or prospects of the Company, taken as a whole.
Without limiting the generality of the foregoing:
(a) The Company's lead clinical asset, GDT-4187 (a selective CDK9/FLT3 dual kinase inhibitor), continues in its Phase 2b clinical trial for the second-line treatment of refractory non-small cell lung cancer ("NSCLC"). The Phase 2b trial is a randomized, double-blind, placebo-controlled study enrolling approximately 280 patients across 22 clinical sites located in 8 states. As of the Closing Date, enrollment continues in the ordinary course, and topline data from the Phase 2b trial are expected to be available in the first quarter of 2025. No material adverse events, clinical holds, partial clinical holds, complete response letters, refuse-to-file letters, or other material regulatory actions have been issued or imposed by the U.S. Food and Drug Administration or any other governmental authority with respect to the GDT-4187 Phase 2b clinical trial since December 31, 2023. No investigator or clinical site has withdrawn from the trial since December 31, 2023, and the Company's Data Safety Monitoring Board has not recommended any modifications to the trial protocol, including with respect to dosing, endpoints, or patient population.
(b) The Company's preclinical program for GDT-5201 (a next-generation PROTAC degrader targeting an undisclosed oncology target) continues to advance in the ordinary course of business, consistent with the Company's development plans as previously disclosed to the Purchasers. No material adverse developments have occurred with respect to the GDT-5201 program since December 31, 2023.
(c) The Company's financial position as of December 31, 2023 (the end of the Company's most recently completed fiscal year), as reflected in the Company's audited financial statements, is summarized as follows:
The Company's audited financial statements for the fiscal year ended December 31, 2023 were audited by Baxter & Calloway, CPAs, the Company's independent registered public accounting firm, and such firm issued an unqualified opinion thereon, which opinion did not contain any going-concern qualification or explanatory paragraph.
(d) The Company's monthly cash burn rate has not materially changed from the approximate rate of $5,800,000 per month, which rate is consistent with the cash burn rate disclosed to the Purchasers in connection with the negotiation of the Agreement and reflected in the Company's financial projections delivered pursuant to Section 3.6 of the Agreement. As of the Closing Date, the Company's management estimates that the Company's cash runway (excluding the net proceeds from the sale of the Notes) extends through approximately September 2024, and that, giving effect to the receipt of the net proceeds from the sale of the Notes, the Company's cash runway will extend through approximately the first quarter of 2025, consistent with the expected timeline for availability of topline data from the GDT-4187 Phase 2b clinical trial.
Section 6 — Compliance with Covenants and Conditions
The undersigned hereby certify that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date, including, without limitation, the covenants set forth in Article V of the Agreement.
The undersigned further certify that all conditions precedent to the obligations of the Purchasers to consummate the transactions contemplated by the Agreement at the Closing, as set forth in Section 6.2 of the Agreement, have been satisfied in full as of the Closing Date. To the knowledge of the undersigned, no condition to the Closing set forth in Section 6.2 of the Agreement has been waived by any Purchaser, it being the case that all such conditions have been satisfied rather than waived.
Section 7 — No Conflicts; No Violations
The undersigned hereby certify that the execution, delivery, and performance of the Agreement, the Notes, and each of the other Transaction Documents by the Company do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on September 28, 2021, and as further amended) or the Company's Amended and Restated Bylaws (as adopted by the Board of Directors on September 28, 2021, and as further amended);
(b) violate, conflict with, or result in a breach of, or constitute a default under, any order, judgment, injunction, decree, statute, law, ordinance, rule, or regulation of any court or governmental authority applicable to the Company or any of its properties or assets;
(c) conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound or affected; or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or other claim upon any of the properties or assets of the Company,
in each case, except as disclosed in the Disclosure Schedules. The undersigned confirm that no events or circumstances have arisen since the date of the Agreement that would cause any of the foregoing certifications to be inaccurate as of the Closing Date.
Section 8 — No Governmental Approvals Required
The undersigned hereby certify that no consent, approval, permit, order, license, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority or regulatory body is required on the part of the Company in connection with the valid execution, delivery, and performance of the Agreement, the Notes, and the other Transaction Documents, or the consummation of the transactions contemplated thereby, except for the following:
(a) the filing of a Form D with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), which filing is required to be made within fifteen (15) calendar days of the first sale of the Notes;
(b) the filing of a notice pursuant to Section 25102(f) of the California Corporations Code (or the applicable rules promulgated thereunder) with the California Department of Financial Protection and Innovation, to be filed concurrently with or promptly after the Closing;
(c) applicable blue sky filings or notices in the States of New York, Massachusetts, and Delaware, in each case to be filed concurrently with or promptly after the Closing in accordance with the securities laws of such jurisdictions; and
(d) such other filings or notices as may be required to be made after the Closing Date and that are not conditions to the validity of the transactions contemplated by the Agreement.
The Company undertakes to make each of the filings described in clauses (a) through (d) above within the applicable time periods required by law.
Section 9 — Securities Law Matters
The undersigned hereby certify as follows with respect to the offer, sale, and issuance of the Notes:
(a) The offer, sale, and issuance of the Notes as contemplated by the Agreement are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The Company has complied with all requirements of Rule 506(b) applicable to the offer and sale of the Notes.
(b) Neither the Company nor any person acting on behalf of the Company has offered or sold the Notes by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act), including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising.
(c) The Company has received from each Purchaser a completed accredited investor questionnaire confirming such Purchaser's status as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act, and the Company reasonably believes, based on such questionnaires and the other information available to the Company, that each Purchaser is an accredited investor.
(d) The Company has made available to the Purchasers all information requested by the Purchasers and has provided the Purchasers with the opportunity to ask questions and receive answers concerning the Company and the transactions contemplated by the Agreement.
Section 10 — No Litigation
The undersigned hereby certify that, as of the Closing Date, there is no action, suit, claim, proceeding, inquiry, arbitration, mediation, or investigation before or by any court, arbitral tribunal, governmental agency, public board, or body pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against or affecting the Company or any of its officers, directors, or properties that:
(a) would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Company; or
(b) challenges or seeks to enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Agreement, the Notes, or the other Transaction Documents, or that challenges or would challenge the validity or enforceability of any of the Transaction Documents or any provision thereof,
except, in each case, as disclosed in the Disclosure Schedules. As of the Closing Date, no material changes have occurred with respect to any litigation, claims, or proceedings disclosed in the Disclosure Schedules.
Section 11 — Disclosure Schedules
The undersigned hereby certify that the Disclosure Schedules delivered to the Purchasers in connection with the Agreement, as revised and finalized on or prior to the Closing Date, are true, correct, and complete in all material respects as of the Closing Date. The Disclosure Schedules, together with any supplements or amendments thereto delivered on or prior to the Closing Date, accurately disclose all matters required to be disclosed therein pursuant to the terms of the Agreement.
The undersigned acknowledge that certain revisions to the Disclosure Schedules were made between the date of the Agreement (April 9, 2024) and the Closing Date (April 22, 2024). Such revisions were made in connection with the Company's ongoing review and updating of the disclosures contained therein and were provided to the Purchasers and their counsel, Whitfield, Greer & Cavanaugh LLP, for review prior to the Closing Date. The Purchasers (or their counsel) have reviewed and accepted such revised Disclosure Schedules, and the revised Disclosure Schedules delivered at the Closing supersede in their entirety the prior versions of the Disclosure Schedules delivered on or about the date of the Agreement. None of the revisions to the Disclosure Schedules, individually or in the aggregate, disclosed facts, events, or circumstances that would constitute or give rise to a Material Adverse Change.
Section 12 — Use of Proceeds
The undersigned hereby certify that the Company intends to use the aggregate net proceeds of $40,000,000 from the sale of the Notes in the manner set forth in the Agreement and as summarized below:
The Company acknowledges that the foregoing allocation of proceeds is consistent with the use of proceeds described in Section 5.6 of the Agreement and that any material deviation from such allocation will require the prior written consent of the Majority Purchasers (as defined in the Agreement).
Section 13 — Incumbency
The undersigned hereby certify that the following persons are duly elected or appointed officers of the Company, hold the titles set forth opposite their respective names below, and are authorized to execute and deliver the Agreement, the Notes, and each other Transaction Document on behalf of the Company. The signatures set forth opposite their respective names below are true and genuine specimen signatures of such officers:
Each of the foregoing officers has been duly authorized by the Board of Directors of the Company, pursuant to the Board Consent and the Company's Amended and Restated Bylaws, to execute and deliver the Transaction Documents and to take all such further actions as may be necessary or appropriate to consummate the transactions contemplated by the Agreement.
Section 14 — Closing Deliverables
The undersigned hereby certify that the following documents and instruments are being delivered to the Purchasers (or their counsel) concurrently herewith at the Closing:
(a) The executed Note Purchase Agreement, dated as of April 9, 2024, by and among the Company and the Purchasers;
(b) Executed Senior Unsecured Convertible Promissory Notes in the following aggregate principal amounts, each dated as of the Closing Date:
(i) A Note in the principal amount of $22,000,000 payable to Pinnacle BioVentures Fund III, L.P.;
(ii) A Note in the principal amount of $12,000,000 payable to Cormorant Health Capital Partners, L.P.; and
(iii) A Note in the principal amount of $6,000,000 payable to Alder Creek Life Sciences Fund II, L.P.;
(c) The Disclosure Schedules (as revised and finalized on or prior to the Closing Date);
(d) The Secretary's Certificate of the Company, executed by Priya Raghunathan, J.D., as Secretary of the Company, with attached copies of (i) the Company's Restated Certificate of Incorporation (as currently in effect), (ii) the Company's Amended and Restated Bylaws (as currently in effect), and (iii) the Written Consent of the Board of Directors dated April 5, 2024;
(e) The legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressed to the Purchasers, dated as of the Closing Date, substantially in the form contemplated by Section 6.2(b) of the Agreement;
(f) The Certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about April 19, 2024 (the Refreshed Delaware Certificate, attached hereto as Exhibit A);
(g) The Certificate of Good Standing (or Certificate of Status) of the Company issued by the Secretary of State of the State of California, dated on or about April 18, 2024 (attached hereto as Exhibit B); and
(h) The funds flow memorandum setting forth the wire transfer instructions and allocation of the aggregate purchase price among the Purchasers, in the form approved by the Company and the Purchasers.
[Remainder of page intentionally left blank; signature page follows]
SIGNATURE PAGE TO OFFICERS' CERTIFICATE GENOME DX THERAPEUTICS INC.
IN WITNESS WHEREOF, the undersigned have executed this Officers' Certificate as of April 22, 2024, in their respective capacities as officers of Genome Dx Therapeutics Inc. and not in their individual capacities.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Dr. Marcus Avellino, Ph.D., MBA
Title: Chief Executive Officer & Co-Founder
Date: April 22, 2024
GENOME DX THERAPEUTICS INC.
By: ________
Name: Diane Kowalski, CPA
Title: Chief Financial Officer
Date: April 22, 2024
EXHIBIT A
Certificate of Good Standing Secretary of State of the State of Delaware (Refreshed — Dated on or about April 19, 2024)
[Attached behind this page]
EXHIBIT B
Certificate of Good Standing (Certificate of Status) Secretary of State of the State of California (Dated on or about April 18, 2024)
[Attached behind this page]
Category | Shares
Common Stock, $0.0001 par value per share, outstanding | 12,400,000
Series A Preferred Stock, outstanding | 6,850,000
Series B Preferred Stock, outstanding | 11,500,000
Series C Preferred Stock, outstanding | 14,000,000
Options outstanding under the 2018 Equity Incentive Plan (weighted average exercise price of $1.87 per share) | 3,500,000
Total (fully diluted basis) | 48,250,000
Financial Metric | Amount
Total Assets | $74,100,000
Cash and Cash Equivalents (included in Total Assets) | $51,300,000
Total Liabilities | $18,700,000
Net Loss for Fiscal Year 2023 | ($62,400,000)
Use of Proceeds | Approximate Amount
Continuation and expansion of the Phase 2b clinical trial for GDT-4187 (selective CDK9/FLT3 dual kinase inhibitor) for second-line treatment of refractory NSCLC, including costs associated with 22 clinical centers across 8 states, patient enrollment, clinical monitoring, data management, and related regulatory activities | $28,000,000
Preclinical development of GDT-5201 (next-generation PROTAC degrader program), including IND-enabling studies, toxicology, pharmacokinetics, formulation development, and manufacturing of clinical supply | $7,000,000
General corporate purposes and working capital, including personnel costs, facility costs, professional fees, insurance, and other general and administrative expenses | $5,000,000
Total | $40,000,000
Name | Title | Specimen Signature
Dr. Marcus Avellino, Ph.D., MBA | Chief Executive Officer & Co-Founder | ________
Diane Kowalski, CPA | Chief Financial Officer | ________
Priya Raghunathan, J.D. | General Counsel & Corporate Secretary | ________

OFFICERS' CERTIFICATE OF GENOME DX THERAPEUTICS INC.

RECITALS

CERTIFICATIONS

SIGNATURE PAGE TO OFFICERS' CERTIFICATE GENOME DX THERAPEUTICS INC.

GENOME DX THERAPEUTICS INC.

GENOME DX THERAPEUTICS INC.

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts